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

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer 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 the Servicer; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administrator, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeTrustee and the Certificateholders, the Trust Administrator, the Certificateholders and to the Depositor Depositor, that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in the states where the Mortgaged Property is located (or is otherwise exempt under applicable law from such qualification) if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, has duly ) and all documents and instruments contemplated hereby which are executed and delivered by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement, Agreement and this Agreementall documents and instruments contemplated hereby which are executed and delivered by the Servicer, assuming the due authorization, execution and delivery thereof by the Trusteeother parties hereto, evidences the Depositor valid, binding and the Trust Administrator, constitutes a legal, valid and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement and all documents and instruments contemplated hereby which are executed and delivered by the Servicer valid and binding upon the Servicer in accordance with its terms; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the material breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD[Reserved]; (v) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that that, either individually or in the aggregate, which would materially and adversely affect reasonably be expected to (A) result in any change in the executionbusiness, delivery operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement; , or (viiiB) No consent, approval, authorization result in any material impairment of the right or order ability of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer ofto carry on its business substantially as now conducted, or compliance by (C) draw into question the Servicer with, validity or enforceability of this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations any action taken or orders, if any, that have been obtained prior to the Closing Date; (ix) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (x) The Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS be taken in connection with the servicing of the Mortgage Loans that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation obligations of the Servicer set forth in Section 2.03(ccontemplated herein, or (D) to cure breaches shall constitute impair materially the sole remedies against ability of the Servicer available to perform under the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf terms of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05.Agreement;

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust AdministratorSeller, the Certificateholders Securities Administrator and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, 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 the ServicerServicer in any state in which a Mortgaged Property related to a 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 Mortgage Loan serviced and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer has the full power and authority to conduct its business as presently conducted by it service each Mortgage Loan which the Servicer is required to service hereunder, and to execute, deliver and perform, and to enter into and consummate, all consummate the transactions contemplated by this Agreement. The Servicer Agreement and has duly authorized by all necessary action on the part of the Servicer the execution, delivery and performance of this Agreement, ; and this Agreement has been duly executed and delivered this Agreement, and this Agreementby the Servicer and, assuming the due authorization, execution and delivery thereof by the TrusteeDepositor, the Depositor Seller, the Securities Administrator and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms terms, except as to the extent that (a) the enforceability thereof hereof may be limited by bankruptcy, insolvency, reorganization or moratorium, receivership and other similar laws affecting relating to creditors’ rights generally and (b) the enforcement remedy of creditors' rights generally, laws affecting specific performance and injunctive and other forms of equitable relief may be subject to the contract obligations equitable defenses and to the discretion of insured banks and by general principles of equitythe court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws organizational documents of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is an approved seller/servicer for Xxxxxx Xxx and an approved servicer for Xxxxxxx Mac in good standing and is a HUD HUD-approved non-supervised mortgagee pursuant to Section 203 and Section 211 of the National Housing Act Act, and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No no event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD HUD, Xxxxxx Xxx or Xxxxxxx Mac eligibility requirements or that would require notification to HUDrequirements; (v) The 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; (vi) No litigation is pending or, to the best knowledge of the Servicer, threatened against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivi) 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 by it the Servicer 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; (ixvii) The Servicer has will not waive any Prepayment Premium or part of a Prepayment Premium unless such Prepayment Premium (a) is a Prepayment Premium in connection with a Mortgage Loan that is related to a default or an imminent default, (b) is a Prepayment Premium, the collection of which would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters or (c) is a Prepayment Premium, the collection of which would violate applicable federal, state or local law. Notwithstanding the previous sentence, if the Servicer determines that any Prepayment Premium is not legally enforceable under the circumstances in which the related Principal Prepayment occurs, then the Servicer shall not be required to attempt to collect the applicable Prepayment Premium, and shall have no liability or obligation with respect to such Prepayment Premium pursuant to Section 2.03(b)(ii) hereof; (viii) For each Mortgage Loan, the Servicer will accurately, 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 a timely manner report its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors (each of the “Credit Repositories”) in a timely manner; and (xix) The Servicer is a member shall review the Mortgage Loan documents in accordance with its customary servicing procedures to verify the existence of MERS in good standingall documents necessary to enforce any Prepayment Premiums. If the Servicer cannot verify the existence of such documents it shall immediately notify the Originator, the Seller, the Trustee, the Securities Administrator and will comply in all material respects the Depositor. Upon receipt of such notice, the Originator shall provide the Servicer with any outstanding documents required to verify the rules and procedures of MERS in connection with the servicing existence of the Mortgage Loans that are registered with MERSPrepayment Premium. In the event the Servicer is unable to verify the existence of Prepayment Premium, the Servicer shall not be obligated to collect such Prepayment Premium or to pay such Prepayment Premiums into the Collection Account. (b) It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf Trustee, and shall inure to the benefit of the Seller, the Trustee, the Trust Administrator, the Depositor Securities Administrator and the CertificateholdersDepositor. Upon discovery by any of the Depositor, the Seller, the Servicer, the Trust Securities Administrator 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 Loan, Prepayment Premium 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 and the Trust Administratorother such parties. Subject to Section 7.01, the The obligation of the Servicer set forth in Section 2.03(c2.03(b) to cure breaches (or, in the case of Section 2.05(a)(vii), to pay the amount of the waived Prepayment Premium) shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Seller, the Securities Administrator 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 the Servicer. The Servicer hereby represents and warrants to the Subservicer and the Trustee as follows: (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association Delaware corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Delaware and is duly authorized and qualified in compliance with the laws of each state necessary to transact any and all business contemplated by enable it to perform its obligations under the terms of this Agreement to be conducted by Agreement; the Servicer; (ii) The Servicer has the full corporate power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof Agreement by the Trustee, the Depositor Servicer and the Trust Administratorconsummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Servicer, enforceable against ; 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 the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by general principles of equityterms; (iiib) The Neither the execution and delivery of this Agreement by the ServicerAgreement, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer of any other of the transactions herein contemplated, and nor the fulfillment of or compliance with the terms hereof are in the ordinary course and conditions of business of the Servicer and this Agreement, will not (A) conflict with or result in a breach of any term or provision of the terms, conditions or provisions of the Servicer's charter of or by-laws of the Servicer 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 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 statute, order or regulation applicable to of the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not a party to, bound byforegoing, or result in breach or the violation of any indenture law, rule, regulation, order, judgment or other agreement decree to which the Servicer or instrumentits property is subject; (c) There is no action, suit, proceeding, 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 investigation pending or, to the knowledge of the Servicer's knowledge, would threatened against the Servicer which, either in any one instance or in the future materially and adversely affectaggregate, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer taken as a whole Servicer, or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 in any material impairment of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx right or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make ability of the Servicer unable to comply carry on its business substantially as now conducted, or of any action taken or to be taken in connection with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the obligations of the Servicer that contemplated herein, or which would materially and adversely affect the execution, delivery or enforceability of this Agreement or impair the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with under the terms hereof;of this Agreement; and (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiid) 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, of or compliance by the Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for or if required, such consents, approvals, authorizations or orders, if any, that have approval has been obtained prior to the Closing Date; (ix) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05date hereof.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeTrustee and the Certificateholders, the Trust Administrator, the Certificateholders and to the Depositor Depositor, that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association federal savings association, duly formedorganized, validly existing and in good standing under the laws of the United States of America America, and is duly authorized and qualified has all licenses necessary to transact any and all carry on its business contemplated by this Agreement to be conducted by the Serviceras now being conducted; (ii) The Servicer has the full power and authority to conduct its business as presently conducted by it and service each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all consummate the transactions contemplated by this Agreement. The Servicer Agreement and has duly authorized by all necessary action on the part of the Servicer the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, ; and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms terms, except as to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium, receivership and other similar laws affecting relating to creditors’ rights generally and (b) the enforcement remedy of creditors' rights generally, laws affecting specific performance and injunctive and other forms of equitable relief may be subject to the contract obligations equitable defenses and to the discretion of insured banks and by general principles of equity;the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws or by‑laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is an approved seller/servicer for Xxxxxx Xxx or Freddie Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUDAct; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivi) 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 by it the Servicer 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; (ixvii) The information set forth in the Prepayment Charge Schedule is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms under applicable law upon the Mortgagor’s voluntary principal prepayment (except to the extent that: (1) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally; or (2) the collectability thereof may be limited due to acceleration in connection with a foreclosure or other involuntary prepayment); provided that the representation, warranty and covenant contained in this clause (vii) is made by the Servicer only in its capacity as Seller; (viii) The Servicer has fully furnished will not waive any Prepayment Charge or part of a Prepayment Charge unless such waiver is related to a default or a reasonably foreseeable default and would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and doing so is standard and customary in servicing mortgage loans similar to the Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default). Notwithstanding the foregoing, the Servicer may waive any Prepayment Charge or part of a Prepayment Charge in any instance when the mortgage debt is accelerated as a result of the Mortgagor’s default in making the Mortgage Loan payments; (ix) With respect to each Mortgage Loan, the Servicer will continue to fully furnish, or cause to be furnished, information regarding the borrower credit file related to such Mortgage Loan to credit reporting agencies in accordance compliance with the provisions of the Fair Credit Reporting Act and its the applicable implementing regulations. The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 95-19 and that for each Mortgage Loan, accurate and complete information the Servicer agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (e.g.30-, favorable and unfavorable) on its borrower credit files to Equifax60-, Experian and Trans Union Credit Information Company 90-days, etc.), foreclosed, or their successors (the “Credit Repositories”) in a timely mannercharged-off; and (x) The Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) 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 that are registered with MERS. . (b) It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 2.04 shall survive delivery of the Mortgage Files to the Trustee or to a Custodian, as the related Custodian on its behalf case may be, and shall inure to the benefit of the TrusteeTrust, the Trust AdministratorTrustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 and the Trust Administratorother of such parties. Subject to Section 7.01, the The obligation of the Servicer set forth in Section 2.03(c) to cure breaches (or, in the case of (a)(vii) or (a)(viii) above, to pay a Servicer Prepayment Charge Payment Amount) shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator NIMS Insurer, the Trust, the Delaware Trustee or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.052.04. The preceding sentence shall not, however, limit any remedies available to the Certificateholders, the Depositor, the NIMS Insurer, the Trust, the Delaware Trustee or the Trustee on behalf of the Certificateholders, (i) pursuant to the Mortgage Loan Purchase Agreement signed by the Servicer in its capacity as Seller, respecting a breach of the representations, warranties and covenants of the Servicer in its capacity as Seller contained in the Mortgage Loan Purchase Agreement or (ii) pursuant to Section 7.01 hereof.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeTrustee and the Certificateholders, the Trust Administrator, the Certificateholders and to the Depositor Depositor, that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in the states where the Mortgaged Property is located (or is otherwise exempt under applicable law from such qualification) if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, has duly ) and all documents and instruments contemplated hereby which are executed and delivered by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement, Agreement and this Agreementall documents and instruments contemplated hereby which are executed and delivered by the Servicer, assuming the due authorization, execution and delivery thereof by the Trusteeother parties hereto, evidences the Depositor valid, binding and the Trust Administrator, constitutes a legal, valid and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement and all documents and instruments contemplated hereby which are executed and delivered by the Servicer valid and binding upon the Servicer in accordance with its terms; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the material breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD[Reserved]; (v) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that that, either individually or in the aggregate, which would materially and adversely affect reasonably be expected to (A) result in any change in the executionbusiness, delivery operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (D) impair materially the ability of the Servicer to perform under the terms of this Agreement; (vii) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (viii) No consent, approval, authorization or order of The Servicer will not waive any court or governmental agency or body Prepayment Charge unless it is required for waived in accordance with the execution, delivery and performance by the Servicer of, or compliance by the Servicer 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;standard set forth in Section 3.01; and (ix) The Servicer 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.i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian Experian, and Trans Union Credit Information Company or their successors (the “Credit Repositories”) in a timely manner; and (x) 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 three of the Mortgage Loans that are registered with MERScredit repositories), on a monthly basis. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee (or to the related Custodian on its behalf of the Trustee) and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the ServicerNIMS Insurer, the Trust Administrator Servicer 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 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 Servicer, the NIMS Insurer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.03(c2.05(viii) to cure breaches shall constitute above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Master Agreement respecting a breach of the representations, warranties and covenants contained in this Section 2.05of the Originator.

Representations, Warranties and Covenants of the Servicer. The Servicer represents and warrants to, and covenants with, the Owner as of the date hereof and as of each Servicing Transfer Date that: (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its organization (ii) has all licenses necessary to carry on its business as now being conducted, except for such licenses, the absence of which individually or in the aggregate, would not have a material adverse effect on the ability of the Servicer to conduct its business as it is presently conducted, (iii) is licensed, qualified and in good standing under the laws of each state where a Mortgaged Property or REO Property is duly authorized and qualified located if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer;Servicer and (iv) is in compliance with the laws of any such state to the extent necessary to permit the servicing of the Mortgage Loans in accordance with the terms of this Agreement. (iib) The Servicer has the full power and authority to conduct its business as presently conducted by it execute and to execute, deliver and performthis Agreement, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorOwner, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcyterms, insolvency, reorganization or similar subject to applicable bankruptcy and insolvency laws affecting the enforcement rights of creditors' rights generally, laws affecting the contract obligations of insured banks creditors generally and by to general principles of equity;equity (regardless of whether enforcement of such remedies is considered in a proceeding in equity or law). (iiic) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer of any other of the transactions herein contemplatedcontemplated hereunder, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer Servicer, and will not (Ai) result in a breach of any term or provision of the charter of by-laws organizational documents of the Servicer or (Bii) conflict with, result in a breach, violation or acceleration ofviolate, or result in a default underunder or acceleration of, the terms of any material agreement, indenture or loan or credit agreement or other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (iii) constitute a violation of any statute, order rule, regulation, order, judgment or regulation decree applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement;. (ivd) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer of mortgage loans for Xxxxxx Xxx or Mae and Xxxxxxx Mac in good standingand has 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 servicer of mortgage loans. No event has occurred, including but not limited to a change in insurance coverage, that which would make the Servicer unable to comply with Xxxxxx Mae, Xxxxxxx Mac or HUD eligibility requirements or that would require notification to HUD;requirements. (ve) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by applicable to it and contained in this Agreement;. (vif) No litigation There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against the 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 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 that would materially and adversely affect draw into question the execution, delivery or enforceability validity of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or that would be likely to impair materially the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with under the terms hereof;of this Agreement. (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiig) 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, of or compliance by the Servicer with, with this Agreement or the servicing of the Mortgage Loans as evidenced by the consummation by it of the transactions contemplated by this Agreement, except for or if required, such consents, approvals, authorizations or orders, if any, that have approval has been obtained prior to the Closing related Servicing Transfer Date;. (ix) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (xh) 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 MERS Designated Mortgage Loans that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05Loans.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust AdministratorSeller, the Certificateholders Securities Administrator and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, 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 the ServicerServicer in any state in which a Mortgaged Property related to a 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 Mortgage Loan serviced and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer has the full power and authority to conduct its business as presently conducted by it service each Mortgage Loan which the Servicer is required to service hereunder, and to execute, deliver and perform, and to enter into and consummate, all consummate the transactions contemplated by this Agreement. The Servicer Agreement and has duly authorized by all necessary action on the part of the Servicer the execution, delivery and performance of this Agreement, ; and this Agreement has been duly executed and delivered this Agreement, and this Agreementby the Servicer and, assuming the due authorization, execution and delivery thereof by the TrusteeDepositor, the Depositor Seller, the Securities Administrator and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms terms, except as to the extent that (a) the enforceability thereof hereof may be limited by bankruptcy, insolvency, reorganization or moratorium, receivership and other similar laws affecting relating to creditors’ rights generally and (b) the enforcement remedy of creditors' rights generally, laws affecting specific performance and injunctive and other forms of equitable relief may be subject to the contract obligations equitable defenses and to the discretion of insured banks and by general principles of equitythe court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws organizational documents of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is an approved seller/servicer for Xxxxxx Xxx and an approved servicer for Xxxxxxx Mac in good standing and is a HUD HUD-approved non-supervised mortgagee pursuant to Section 203 and Section 211 of the National Housing Act Act, and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No no event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD HUD, Xxxxxx Xxx or Xxxxxxx Mac eligibility requirements or that would require notification to HUDrequirements; (v) The 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; (vi) No litigation is pending or, to the best knowledge of the Servicer, threatened against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivi) 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 by it the Servicer 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; (ixvii) The Servicer has will not waive any Prepayment Premium or part of a Prepayment Premium unless such Prepayment Premium (a) is a Prepayment Premium in connection with a Mortgage Loan that is related to a default or an imminent default, (b) is a Prepayment Premium, the collection of which would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters or (c) is a Prepayment Premium, the collection of which would violate applicable federal, state or local law. Notwithstanding the previous sentence, if the Servicer determines that any Prepayment Premium is not legally enforceable under the circumstances in which the related Principal Prepayment occurs, then the Servicer shall not be required to attempt to collect the applicable Prepayment Premium, and shall have no liability or obligation with respect to such Prepayment Premium pursuant to Section 2.03(b)(ii) hereof; (viii) For each Mortgage Loan, the Servicer will accurately, 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 a timely manner report its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors (each of the “Credit Repositories”) in a timely manner; and (xix) The Servicer is a member shall review the Mortgage Loan documents in accordance with its customary servicing procedures to verify the existence of MERS in good standingall documents necessary to enforce any Prepayment Premiums. If the Servicer cannot verify the existence of such documents it shall immediately notify the Originator, the Seller, the Trustee, the Securities Administrator and will comply in all material respects the Depositor. Pursuant to the Mortgage Loan Purchase Agreement, upon receipt of such notice, the Originator shall provide the Servicer with any outstanding documents required to verify the rules and procedures of MERS in connection with the servicing existence of the Mortgage Loans that are registered with MERSPrepayment Premium. In the event the Servicer is unable to verify the existence of Prepayment Premium, the Servicer shall not be obligated to collect such Prepayment Premium or to pay such Prepayment Premiums into the Collection Account. (b) It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf Trustee, and shall inure to the benefit of the Seller, the Trustee, the Trust Administrator, the Depositor Securities Administrator and the CertificateholdersDepositor. Upon discovery by any of the Depositor, the Seller, the Servicer, the Trust Securities Administrator 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 Loan, Prepayment Premium 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 and the Trust Administratorother such parties. Subject to Section 7.01, the The obligation of the Servicer set forth in Section 2.03(c2.03(b) to cure breaches (or, in the case of Section 2.05(a)(vii), to pay the amount of the waived Prepayment Premium) shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Seller, the Securities Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each as of the Trustee, the Trust Administrator, the Certificateholders date hereof and to the Depositor that as of the Closing Date or Date, as of such date specifically provided hereinfollows: (ia) The Servicer has been duly incorporated and is a national banking association duly formed, validly existing as a corporation under the laws of the State of North Carolina (or the state of its incorporation, if the Servicer is not OAC) and is in good standing under such laws, with full power and authority to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Pooling and Servicing Agreement, and has duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction wherein it conducts any material business or in which the United States performance of America its duties under the Pooling and is duly authorized Servicing Agreement would require such qualification, except where the failure so to qualify would not have a material adverse effect on the performance of its obligations under the Pooling and qualified Servicing Agreement. The Servicer holds all material licenses, certificates, franchises, and permits from all governmental authorities necessary for the conduct of its business and will have received no notice of proceedings relating to transact the revocation of any such license, certificate or permit, that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would affect materially and adversely the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Servicer. (b) The Servicer has all requisite corporate power and authority to own its properties and to conduct any and all business required or contemplated by this the Pooling and Servicing Agreement to be conducted by the Servicer; (ii) The Servicer has and to perform the full power covenants and authority obligations to conduct its business as presently conducted be performed by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized hereunder; the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, Servicer of the Depositor Pooling and Servicing Agreement are within the Trust Administrator, constitutes a legal, valid corporate power of the Servicer and binding obligation have been duly authorized by all necessary corporate action on the part of the Servicer, enforceable against ; and neither the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by general principles of equity; (iii) The execution and delivery of this the Pooling and Servicing Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, nor the consummation by the Servicer of any other of the transactions herein contemplated, and the fulfillment of or nor compliance with the terms provisions hereof are in by the ordinary course of business of the Servicer and Servicer, will not (A1) conflict with or result in a breach of of, or will constitute a default under, any term or provision of the charter provisions of the articles of incorporation or by-laws of the Servicer or (B) conflict withany law, result in a breach, violation governmental rule or acceleration ofregulation, or result in a default underany judgment, decree or order binding on the terms Servicer or its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other material agreement or instrument to which the Servicer is a party or by which it may is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument. (c) The Pooling and Servicing Agreement and all other documents and instruments required or contemplated hereby to be boundexecuted or delivered by the Servicer under the Pooling and Servicing Agreement have been duly authorized, executed and delivered by the Servicer and, assuming due authorization, execution and delivery thereof by all other parties thereto, constitute legal, valid and binding agreements enforceable against the Servicer in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or any statuteother similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity. (d) No consent, approval, order or regulation applicable to authorization of, or registration, qualification or declaration with, any federal, state or other governmental authority by the Servicer is required in connection with the authorization, execution or delivery of the Pooling and Servicing Agreement or the performance by the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; covenants and the Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject obligations 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 be performed by it hereunder. (e) No Proceedings are pending or, to the best of the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of threatened against the Servicer to perform that would prohibit its entering into the Pooling and Servicing Agreement or performing its obligations under this the Pooling and Servicing Agreement, (y) including assisting in the business, operations, financial condition, properties or assets issuance of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement;Certificates. (ivf) The Servicer is a HUD approved mortgagee pursuant to Section 203 maintains an errors and Section 211 omissions policy and fidelity bond that covers the Servicer's performance under the Pooling and Servicing Agreement and such policy and bond are in full force and effect. (g) The Servicer has obtained or made all necessary consents, approvals, waivers and notifications of stockholders, creditors, lessors and other nongovernmental persons, in each case, in connection with the execution and delivery of the National Housing Act Pooling and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurredServicing Agreement, including but not limited to a change in insurance coverage, that would make and the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD;consummation of all the transactions herein contemplated. (vh) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or under the validity or enforceability of, this Pooling and Servicing Agreement; (viii) 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 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; (ix) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the DepositorOMI, the Servicer, the Trust Administrator Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants which that materially and adversely affects the value of any Mortgage Loan or the interests therein interest of the CertificateholdersCertificateholders in any underlying Asset, the party discovering such breach shall give prompt written notice thereof (but in no event later than two Business Days following such discovery) to the Trustee and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05other parties hereto.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in the states where the Mortgaged Property is located (or is otherwise exempt under applicable law from such qualification) if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, has duly ) and all documents and instruments contemplated hereby which are executed and delivered by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement, Agreement and this Agreementall documents and instruments contemplated hereby which are executed and delivered by the Servicer, assuming the due authorization, execution and delivery thereof by the Trusteeother parties hereto, evidences the Depositor valid, binding and the Trust Administrator, constitutes a legal, valid and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement and all documents and instruments contemplated hereby which are executed and delivered by the Servicer valid and binding upon the Servicer in accordance with its terms; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD[Reserved]; (v) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (D) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (vii) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (viii) No consent, approval, authorization or order of The Servicer will not waive any court or governmental agency or body Prepayment Charge unless it is required for waived in accordance with the execution, delivery and performance by the Servicer of, or compliance by the Servicer 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;standard set forth in Section 3.01; and (ix) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport on a monthly basis, 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 (each of the “Credit Repositories”) credit repositories in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 Servicer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of any breach of the representation or covenant of the Servicer set forth in Section 2.03(c2.05(viii) to cure breaches shall constitute above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Mortgage Loan Purchase Agreement respecting a breach of the representations, warranties and covenants contained of the Seller made in this Section 2.05its capacity as a party to the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, represents and warrants to and covenants to with the Trust Administrator and the Trustee, for the benefit of each of the Owner Trustee, the Trust AdministratorIndenture Trustee, the Certificateholders and to Grantor Trustee, the Noteholders, the Depositor and the Transferor that as of the Closing Date or as of such date specifically provided herein: (ia) The Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Oklahoma and is duly authorized and qualified or will be in compliance with the laws of each state in which any Mortgaged Property is located to transact any and all business contemplated by the extent necessary to ensure the enforceability of each Loan in accordance with the terms of this Agreement to be conducted by the ServicerAgreement; (iib) The execution and delivery of this Agreement by the Servicer and its 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 (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) The Servicer 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, consummate all transactions contemplated by this Agreement. The Servicer , has duly authorized the execution, delivery and performance of this Agreement, Agreement and has duly executed and delivered this Agreement, and this . This Agreement, assuming the due authorization, execution and delivery thereof by the Indenture Trustee, the Depositor Owner Trustee, the Grantor Trustee and the Trust AdministratorDepositor, constitutes a legalvalid, valid legal and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its the terms hereof, except as the enforceability thereof such enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, receivership, moratorium or other similar laws relating to or affecting the enforcement rights of creditors' rights creditors generally, laws affecting the contract obligations of insured banks and by general equity principles (regardless of equitywhether such enforcement is considered in a proceeding in equity or at law); (iiid) The Servicer is not in violation of, and the execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Servicer and this Agreement will not (A) result in constitute a breach violation with respect to, any order or decree of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, court or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 courtfederal, regulatory bodystate, administrative agency municipal or governmental body agency having jurisdiction over itjurisdiction, which materially and adversely affects or, to the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that violation would materially and adversely affect the execution, delivery condition (financial or enforceability of this Agreement otherwise) or the ability operations of the Servicer to service or materially and adversely affect the Mortgage Loans or to perform any performance of its other obligations hereunder in accordance with the terms hereofduties hereunder; (viie) There are no actions or proceedings against, or investigations known to it of, the Servicer currently pending with regard to which the Servicer has received service of process and no action or proceeding against, or investigation of, the Servicer is to the knowledge of the Servicer, threatened or otherwise pending, before any court, administrative agency or other tribunal that (A) that might if determined adversely, would prohibit its entering into this AgreementAgreement or render the Notes invalid, (B) seeking seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or (C) that might if determined adversely, would prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this AgreementAgreement or the Notes; (viiif) 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 Notes, or for 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 Date; (ixg) The Servicer is duly licensed where required as a "Licensee" or is otherwise qualified in each state in which it transacts business and is not in default of such state's applicable laws, rules and regulations, except where the failure to so qualify or such default would not have a material adverse effect on the ability of the Servicer to conduct its business or perform its obligations hereunder; (h) The Servicer is an Eligible Servicer and services mortgage loans in accordance with Accepted Servicing Procedures; (i) No Officer's Certificate, statement, report or other document prepared by the Servicer and furnished or to be furnished by it pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (j) The Servicer is solvent and will not be rendered insolvent as a result of the performance of its obligations pursuant to this Agreement; (k) The Servicer has fully furnished not waived any default, breach, violation or event of acceleration existing under any Debt Instrument or the related Mortgage; (l) The Servicer will cause to be performed any and will continue all acts required to fully furnishbe performed by the Servicer to preserve the rights and remedies of the Grantor Trustee, the Owner Trustee and the Indenture Trustee in any Insurance Policies applicable to the Home Loans including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Grantor Trustee, the Owner Trustee and the Indenture Trustee; (m) The Servicer shall comply with, and shall service, or cause to be serviced, each Home Loan, 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 (the “Credit Repositories”) in a timely mannerall applicable laws; and (xn) The Servicer is a member agrees that, so long as it shall continue to serve in the capacity contemplated under the terms of MERS this Agreement, it shall remain in good standingstanding under the laws governing its creation and existence and qualified under the laws of each state in which it is necessary to perform its obligations under this Agreement or in which the nature of its business requires such qualification; it shall maintain all licenses, permits and will comply in other approvals required by any law or regulations as may be necessary to perform its obligations under this Agreement and to retain all material respects with rights to service the rules Loans; and procedures it shall not dissolve or otherwise dispose of MERS in connection with the servicing all or substantially all of the Mortgage Loans that are registered with MERSits assets. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 3.03 shall survive delivery of the Mortgage respective Grantor Trustee's Home Loan Files to the Indenture Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Depositor, the Noteholders, the Owner Trustee, the Trust Administrator, the Depositor Grantor Trustee and the CertificateholdersIndenture Trustee. Upon discovery by any of the Transferor, the Depositor, the Servicer, the Trust Administrator Indenture Trustee, the Grantor Trustee or the Owner Trustee of a breach of any of the foregoing representations, warranties and covenants which that materially and adversely affects the value of any Mortgage Home Loan or the interests therein of the Certificateholderssuch Person therein, 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05other parties.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited partnership duly formed, validly existing and in good standing as a limited partnership under the laws of the United States State of America Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws limited partnership agreement of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standingAct. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) The Servicer has fully furnished does 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 accurately report its borrower credit files for each Mortgage Loan to Equifax, Experian and Trans Union Credit Information Company or their successors (the “Credit Repositories”) three major credit bureaus in existence as of the Closing Date in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 and the Trust AdministratorTrustee. Subject to Section 7.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator Master Servicer, the Securities Administrator, the Depositor and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, such Persons and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited liability company duly formed, organized and validly existing and in good standing under the laws of the United States jurisdiction of America its formation, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administratorother parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (viv) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (viivi) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivii) 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 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; (ixviii) The Servicer 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 (the “Credit Repositories”) in on a timely manner; andmonthly basis; (xix) 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 that are registered with MERS; and (x) The Servicer will not waive any Prepayment Charge other than in accordance with the standard set forth in Section 3.01. (b) Notwithstanding anything to the contrary contained in this Agreement, if the covenant of the Servicer set forth in Section 2.05(a)(x) above is breached, the 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 Collection Account within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of such breach; provided, however, the Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 2.05 if the Servicer did not have a copy of the related Mortgage Note, the Servicer requested a copy of the same from the related Custodian in accordance with the terms of the related Custodial Agreement and such Custodian failed to provide such 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 Servicer in respect of any waived Prepayment Charges pursuant to this paragraph shall be deemed to be paid outside of the Trust Fund. (c) 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 Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Master Servicer, the Securities Administrator, the Depositor and Depositor, the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator such Person or the Trustee Servicer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan 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 (2) Business Days following such discovery) to the Trustee and the Trust AdministratorTrustee. Subject to Section 7.018.01, unless such breach shall not be susceptible of cure within ninety (90) days, the obligation of the Servicer set forth in Section 2.03(c2.03(e) to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified 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 transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer 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, and this Agreement, assuming the due authorization, execution and delivery thereof ) by the Trustee, the Depositor Servicer and the Trust Administratorconsummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; 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; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 This Agreement, and Section 211 all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the National Housing Act Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy laws and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUDgeneral principles of equity; (v) [Reserved]; (vi) The 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; (vivii) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) may result in any material liability on the part of the Servicer, or (D) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (E) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (viii) No consentNeither this Agreement nor any information, approvalcertificate of an officer, authorization statement furnished in writing or order of any court or governmental agency or body is required for report delivered to the execution, delivery and performance Trustee by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation by it of in connection with the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Datehereby contains any untrue statement of a material fact; (ix) The Servicer has fully furnished and will continue to fully furnish, not waive any Prepayment Charge unless it is waived 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 (the “Credit Repositories”) standard set forth in a timely mannerSection 3.01; and (x) The Servicer is a member of MERS in good standinghas accurately and fully reported, and will comply in all material respects with the rules continue to accurately and procedures of MERS in connection with the servicing fully report, its borrower credit files to each of the Mortgage Loans that are registered with MERScredit repositories in a timely manner. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 and the Trust AdministratorTrustee. Subject to Section 7.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the Servicer set forth in this Section 2.03(c) 2.05 to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or Depositor and the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of a breach of the representation or covenant of the Servicer set forth in Section 2.05(ix) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeTrustee and the Certificateholders, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified 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 transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer 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, and this Agreement, assuming the due authorization, execution and delivery thereof ) by the Trustee, the Depositor Servicer and the Trust Administratorconsummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally; 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; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 This Agreement, and Section 211 all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the National Housing Act Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy laws and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUDgeneral principles of equity; (v) [Reserved]; (vi) The 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; (vivii) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) may result in any material liability on the part of the Servicer, or (D) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (E) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (viii) No consentNeither this Agreement nor any information, approvalcertificate of an officer, authorization statement furnished in writing or order of any court or governmental agency or body is required for report delivered to the execution, delivery and performance Trustee by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation by it of in connection with the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Datehereby contains any untrue statement of a material fact; (ix) The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Agreement; (x) The information set forth in the Prepayment Charge Schedule (including the Prepayment Charge Summary attached thereto) is complete, true and correct in all material respects on the date or dates when such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws affecting creditor’s rights generally or the collectability thereof may be limited due to acceleration in connection with a foreclosure) under applicable federal, state and local law; (xi) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (xii) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport, 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 (each of the “Credit Repositories”) credit repositories in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer, the Servicer, the Trust Administrator Originator 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 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 Servicer, the Originator, the NIMS Insurer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer (in its capacity as Originator) set forth in Section 2.03(cSections 2.05(x) to cure breaches shall constitute or 2.05(xi) above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall remedy such breach as follows: (a) if the representation made by the Servicer (in its capacity as Originator) in Section 2.05(x) above is breached and a Principal Prepayment has occurred in the applicable Prepayment Period or if a change of law subsequent to the Closing Date limits the enforceability of a Prepayment Charge (other than in the circumstances provided in Section 2.05(x) above), the Servicer (in its capacity as Originator) must pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any amount previously collected by the Servicer and paid by the Servicer, for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge; and (b) if any of the covenants made by the Servicer in Section 2.05(xi) above is breached, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Mortgage Loan Purchase Agreement signed by the Servicer in its capacity as Originator, respecting a breach of the representations, warranties and covenants of the Servicer in its capacity as Originator contained in this Section 2.05the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited partnership duly formed, validly existing and in good standing as a limited partnership under the laws of the United States State of America Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws limited partnership agreement of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standingAct. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) [reserved]; (x) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact; (xi) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (xii) The Servicer 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 (the “"Credit Repositories”") in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 Servicer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.03(c2.05(xi) to cure breaches shall constitute above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Mortgage Loan Purchase Agreement respecting a breach of the representations, warranties and covenants contained of the Originator made in this Section 2.05its capacity as a party to the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, Trustee and the Certificateholders and to the Depositor and the Securities Administrator that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formed, chartered and validly existing and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted, except for such licenses, certificates and permits the absence of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by which, individually or in the Servicer; (ii) The aggregate, would not have a material adverse effect on the ability of the Servicer has the full power and authority 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 the Servicer or to ensure the enforceability or validity of each Mortgage Loan; the 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. The Servicer 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, and this Agreement, assuming the due authorization, execution and delivery thereof ) by the Trustee, the Depositor Servicer and the Trust Administrator, constitutes a legal, consummation of the transactions contemplated hereby have been duly and validly authorized; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding obligation of the Servicer, enforceable against upon the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by general principles of equityterms; (iiiii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 the Servicer and will not (A) result in a the breach of any term or provision of the charter articles of incorporation or by-laws of the Servicer or (B) conflict with, result in a breach, violation the breach of any term or acceleration provision of, or conflict with or constitute a default under or result in a default the acceleration of any obligation under, the terms of any other material agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is a party or by which it may be boundsubject, or any statute, order or regulation applicable to result in the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not a party to, bound by, or in breach or violation of any indenture law, rule, regulation, order, judgment or other agreement or instrument, or subject decree 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform or its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementproperty is subject; (iviii) The Servicer is an approved seller/servicer of conventional residential mortgage loans for Fannie Mae or Freddie Mac, with the facilities, procedures, and exxxxxxnxxx perxxxxxx necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No standing to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac, and no event has occurred, including but not bxx xxx limited to a change xx x xhange in insurance coverage, that which would make the Servicer unable to comply with HUD Fannie Mae or Freddie Mac eligibility requirements or that which would require notification xxxxxre notifxxxxxxx to HUDeither Fannie Mae or Freddie Mac; (iv) This Agreement, and all doxxxxxxs and inxxxxxxxts contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the 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) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the 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 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 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 the Servicer contemplated herein, or that would be likely to impair materially the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with under the terms hereofof this Agreement; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) No consent, approval, authorization approval or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer with, 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 obtained; and (viii) No information in this Agreement provided by the Servicer nor any information, certificate of an officer, statement furnished in writing or report delivered to the Closing Date;Trustee or the Securities Administrator by the 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. (ix) The 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 (the “Credit Repositories”) in on a timely manner; and (x) 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 that are registered with MERSmonthly basis. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust AdministratorDepositor, the Depositor Securities Administrator and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Securities Administrator 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 Loan, Prepayment Penalty 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05other parties hereto.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeTrustee and the Certificateholders, the Trust Administrator, the Certificateholders and to the Depositor Depositor, that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association federal savings association, duly formedorganized, validly existing and in good standing under the laws of the United States of America America, and is duly authorized and qualified has all licenses necessary to transact any and all carry on its business contemplated by this Agreement to be conducted by the Serviceras now being conducted; (ii) The Servicer has the full power and authority to conduct its business as presently conducted by it and service each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all consummate the transactions contemplated by this Agreement. The Servicer Agreement and has duly authorized by all necessary action on the part of the Servicer the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, ; and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms terms, except as to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium, receivership and other similar laws affecting relating to creditors’ rights generally and (b) the enforcement remedy of creditors' rights generally, laws affecting specific performance and injunctive and other forms of equitable relief may be subject to the contract obligations equitable defenses and to the discretion of insured banks and by general principles of equity;the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws or by‑laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) 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 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUDAct; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivi) 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 by it the Servicer 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; (ixvii) The information set forth in the Prepayment Charge Schedule is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms under applicable law upon the Mortgagor’s voluntary principal prepayment (except to the extent that: (1) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally; or (2) the collectability thereof may be limited due to acceleration in connection with a foreclosure or other involuntary prepayment); provided that the representation, warranty and covenant contained in this clause (vii) is made by the Servicer only in its capacity as Seller; (viii) The Servicer has fully furnished will not waive any Prepayment Charge or part of a Prepayment Charge unless such waiver is related to a default or a reasonably foreseeable default and would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and doing so is standard and customary in servicing mortgage loans similar to the Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default). Notwithstanding the foregoing, the Servicer may waive any Prepayment Charge or part of a Prepayment Charge in any instance when the mortgage debt is accelerated as a result of the Mortgagor’s default in making the Mortgage Loan payments; (ix) With respect to each Mortgage Loan, the Servicer will continue to fully furnish, or cause to be furnished, information regarding the borrower credit file related to such Mortgage Loan to credit reporting agencies in accordance compliance with the provisions of the Fair Credit Reporting Act and its the applicable implementing regulations. The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Mae Guide Announcement 95-19 and that for each Mortgage Loan, accurate and complete information the Servicer agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (e.g.30-, favorable and unfavorable) on its borrower credit files to Equifax60-, Experian and Trans Union Credit Information Company 90-days, etc.), foreclosed, or their successors (the “Credit Repositories”) in a timely mannercharged-off; and (x) The Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) 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 that are registered with MERS. . (b) It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 2.04 shall survive delivery of the Mortgage Files to the Trustee or to a Custodian, as the related Custodian on its behalf case may be, and shall inure to the benefit of the TrusteeTrust, the Trust AdministratorTrustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 and the Trust Administratorother of such parties. Subject to Section 7.01, the The obligation of the Servicer set forth in Section 2.03(c) to cure breaches (or, in the case of (a)(vii) or (a)(viii) above, to pay a Servicer Prepayment Charge Payment Amount) shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator NIMS Insurer, the Trust, the Delaware Trustee or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.052.04. The preceding sentence shall not, however, limit any remedies available to the Certificateholders, the Depositor, the NIMS Insurer, the Trust, the Delaware Trustee or the Trustee on behalf of the Certificateholders, (i) pursuant to the Mortgage Loan Purchase Agreement signed by the Servicer in its capacity as Seller, respecting a breach of the representations, warranties and covenants of the Servicer in its capacity as Seller contained in the Mortgage Loan Purchase Agreement or (ii) pursuant to Section 7.01 hereof.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited partnership duly formed, validly existing and in good standing as a limited partnership under the laws of the United States State of America Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws limited partnership agreement of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standingAct. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) [reserved]; (x) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact; (xi) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (xii) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 Servicer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.03(c2.05(xi) to cure breaches shall constitute above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Master Agreements respecting a breach of the representations, warranties and covenants contained in this Section 2.05of the Originators.

Representations, Warranties and Covenants of the Servicer. The Servicer represents and warrants to, and covenants with, the Participant, the Issuer, the Administrator and the Trustee that: (a) The Servicer hereby represents, warrants is and covenants to at all pertinent times in the Trust Administrator and the Trustee, for the benefit of future in connection with each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that Program in which it acts as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is will be a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States state of America and its organization, is duly authorized qualified and qualified in good standing to transact business in the State, and possesses and will possess all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by this Agreement to be conducted by the Servicer; (ii) The Servicer has the full power and authority to conduct its business as presently conducted by it Program Documents and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by comply with its obligations under the terms of this Agreement. The acceptance of the duties of Servicer has duly authorized the execution, delivery hereunder and performance of this Agreement by the Servicer have been duly authorized by all necessary corporate action. (b) The execution and delivery of the related Invitation and this Agreement by the Servicer in the manner contemplated herein, and the acceptance of its duties hereunder from time to time with respect to a Program, and the performance and compliance with the terms hereof by it will not now or then violate (i) its certificate of incorporation or bylaws, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this Agreement applicable to the Servicer, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to it or any of its assets. (c) The execution and delivery of the related Invitation and this Agreement by the Servicer in the manner contemplated herein and the acceptance of its duties hereunder from time to time with respect to a Program, and the performance and compliance with the terms hereof by it do not now and will not then require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained. (d) The related Invitation and this Agreement, has and all documents and instruments contemplated hereby, which are executed and delivered by the Servicer, when duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trusteeother parties hereto and thereto, the Depositor and the Trust Administratorwill constitute valid, constitutes a legal, valid legal and binding obligation obligations of the Servicer, enforceable against the Servicer in accordance with its terms their respective terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by general principles of equity;applicable debtor relief laws. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (ive) The Servicer is a HUD Xxxxxx Xxx-approved mortgagee pursuant seller-servicer of Conventional Mortgage Loans and GNMA-approved issuer-servicer for RD/FHA/VA Mortgage Loans and an authorized issuer for GNMA Certificates and seller of Xxxxxx Mae Securities and Xxxxxxx Mac Securities and will remain so approved for the term of this Agreement. (f) With respect to Section 203 and Section 211 the servicing of Mortgage Loans, the Servicer will comply, (i) as to each FHA Mortgage Loan, with the National Housing Act of 1934, as amended, all rules and is an approved seller/servicer for regulations issued thereunder and all applicable administrative publications, (ii) as to each VA Mortgage Loan, with the Servicemen’s Readjustment Act, as amended, all rules and regulations issued thereunder and all applicable administrative publications, (iii) as to each RD Mortgage Loan, with the rules and regulations of RD, (iv) as to each Mortgage Loan, with the provisions of the GNMA Guide, the Xxxxxx Xxx Mae Guide and/or the Xxxxxxx Mac Guides, if applicable, and all other pertinent rules, regulations, policies and guidelines of GNMA, Xxxxxx Mae or Xxxxxxx Mac in good standing. No event has occurredMac, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; as applicable and (v) The as to each Conventional Mortgage Loan, with provisions of the Pool Purchase Contract, the Xxxxxx Mae Guides, the Xxxxxxx Mac Guides and all other applicable rules of Xxxxxx Mae or Xxxxxxx Mac, as applicable. (g) With respect to its duties hereunder, the Servicer does not believewill comply with the applicable non-discrimination provisions of the Civil Rights Act of 1964, nor does it have and the regulations promulgated thereunder, Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965 and any reason or cause other Presidential Executive Orders applicable to believethe Program as a recipient of federal financial assistance and the Fair Housing Amendments Act of 1988. (h) From time to time, that it cannot perform each the Servicer will report to the Issuer and every covenant made by it and contained the Trustee, if any, as more fully set forth in this Agreement;, information relating to the Mortgage Loans, and will do every act and thing which may be necessary or reasonably required to perform its duties under this Agreement. (vii) No litigation is pending against The Servicer agrees that so long as it shall continue to serve in the Servicer that would materially and adversely affect capacity contemplated under the execution, delivery or enforceability terms of this Agreement, it will remain in good standing under the laws governing its organization and qualified under the laws of the State to do business in the State, and will possess all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by this Origination Agreement, the MBS Agreements, the Pool Purchase Contract, the Servicing Agreement or and the ability Participating Lender Agreement (collectively, the “Servicer Program Documents”) and to execute, deliver and comply with its obligations under the terms of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) No consent, approval, authorization or order of any court or governmental agency or body is required for the Program Documents. The execution, delivery and performance of the Servicer Program Documents by the Servicer of, or compliance in connection with each Program have been and will have been duly authorized by all necessary corporate action. The Servicer agrees that so long as it shall continue to serve in the Servicer with, this Agreement or capacity contemplated under the consummation by it terms of the transactions contemplated by this Agreement, except for such consentsit will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, approvalshowever, authorizations that the Servicer may, without violating the covenant contained in this subsection, consolidate with or ordersmerge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve, if anythe surviving, that resulting or transferee entity, as the case may be, shall have been obtained prior a net worth of at least $100,000,000 (or such other amount as may be acceptable to the Closing Date;Issuer), be an approved GNMA issuer-servicer and an approved Xxxxxx Mae and Xxxxxxx Mac seller- servicer, shall be qualified under the laws of the State to do business in the State, shall be qualified under the laws and have all necessary approvals required of the Servicer evidenced to the satisfaction of the Issuer to perform the Servicer’s duties under this Agreement, and shall assume in writing or by operation of law all of the obligations of the Servicer under the Servicing Agreement, in which event the Issuer shall release the Servicer in writing, concurrently with and contingent upon such assumption, from all obligations to the Issuer so assumed. (ixj) The Servicer has fully No information or statement furnished and will continue in writing or report required hereunder delivered to fully furnishthe Issuer, in accordance with the Fair Credit Reporting Act and its implementing regulationsAdministrator or the Trustee will, accurate and complete information (e.g.to the knowledge of the Servicer, favorable and unfavorable) on its borrower credit files contain any untrue statement of a material fact or omit a material fact necessary to Equifaxmake the information, Experian and Trans Union Credit Information Company statements or their successors (the “Credit Repositories”) in a timely manner; andreport not misleading. (xk) The Servicer is and during the term of this Agreement with respect to all Programs for which it acts as Servicer will remain a member mortgage banker, mortgage company or other financial institution that customarily provides service or otherwise aids in the financing of MERS mortgage loans on single family residential housing located within the State, or a holding company of one or more of the foregoing. (l) Neither the Servicer nor any “related person” as defined in good standingSection 144(a)(3) of the Code shall acquire, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of Mortgage Loans to be acquired by the Servicer under any Program. (m) The Servicer and its officers, directors and principal shareholders are not now and will comply in all material respects not be so long as it acts as a Servicer or Administrator of any Program, affiliated with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. It is understood and agreed that the representationsIssuer, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files or, to the Trustee or to the related Custodian on its behalf and shall inure to the benefit knowledge of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator any Participant in such Program or the Trustee of a breach of any of their respective affiliates (unless it has obtained the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan or the interests therein written consent of the CertificateholdersIssuer). (n) The Servicer shall use its best efforts, in the capacity of Servicer under each Program to obtain an aggregate dollar amount of Mortgage Loans sufficient for Pooling into a GNMA Certificate, Xxxxxx Mae Security or Xxxxxxx Mac Security, as the case maybe, or an exception from the Pooling requirements from GNMA, Xxxxxx Mae or Xxxxxxx Mac, as the case may be. (o) In connection with any third party request for information pursuant to the Florida Public Records Act, Chapter 119, Florida Statutes (“FPRA”), the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) Servicer agrees to comply with the Trustee and the Trust Administrator. Subject to Section 7.01, the obligation provisions of the Servicer set forth in Section 2.03(cFPRA which exempt from disclosure certain personal information provided by applicants for Mortgage Loans under each Program. Information to be kept confidential and exempt from disclosure includes the applicant(s) social security numbers, bank account numbers, debit, charge and credit card numbers, medical history and information relating to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator health or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05property insurance.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust AdministratorCertificate Insurer and the Certificateholders, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing and in good standing under the laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in the states where each Mortgaged Property is located if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer 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, and this Agreement, assuming the due authorization, execution and delivery thereof ) by the Trustee, the Depositor Servicer and the Trust Administratorconsummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally; 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; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 This Agreement, and Section 211 all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the National Housing Act Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy laws and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUDgeneral principles of equity; (v) [Reserved]; (vi) The 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; (vivii) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) may result in any material liability on the part of the Servicer, or (D) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (E) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (viii) No consentNeither this Agreement nor any information, approvalcertificate of an officer, authorization statement furnished in writing or order of any court or governmental agency or body is required for report delivered to the execution, delivery and performance Trustee by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation by it of in connection with 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;hereby contains any untrue statement of a material fact; and (ix) The Servicer has fully furnished covenants that its computer and will continue to fully furnish, other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans 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 (the “Credit Repositories”) in a timely manner; and (x) The Servicer is a member terms 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 that are registered with MERSthis Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust AdministratorDepositor, the Depositor Certificate Insurer and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Seller, the Certificate Insurer 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 Loan, or the interests therein of the CertificateholdersCertificateholders and the Certificate Insurer, 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 Servicer, the Seller, the Certificate Insurer and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05Trustee.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator Issuing Entity and the Trustee, for the benefit of each the Indenture Trustee, as pledgee of the TrusteeMortgage Loans and the Noteholders, the Trust AdministratorMaster Servicer, the Certificateholders Securities Administrator and to the Depositor Depositor, that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in the states where the Mortgaged Property is located (or is otherwise exempt under applicable law from such qualification) if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, has duly ) and all documents and instruments contemplated hereby which are executed and delivered by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement, Agreement and this Agreementall documents and instruments contemplated hereby which are executed and delivered by the Servicer, assuming the due authorization, execution and delivery thereof by the Trusteeother parties hereto, evidences the Depositor valid, binding and the Trust Administrator, constitutes a legal, valid and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement and all documents and instruments contemplated hereby which are executed and delivered by the Servicer valid and binding upon the Servicer in accordance with its terms; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the material breach of any term or provision of the certificate of formation or limited liability company agreement of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD[Reserved]; (v) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (D) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (vii) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or any report delivered to the Securities Administrator or Indenture Trustee in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (viii) No consent, approval, authorization or order of The Servicer will not waive any court or governmental agency or body Prepayment Charge unless it is required for waived in accordance with the execution, delivery and performance by the Servicer of, or compliance by the Servicer 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;standard set forth in Section 3.01; and (ix) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport on a monthly basis, 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 for the Mortgage Loans to Equifax, Experian and Trans Union Credit Information Company or their successors (each of the “Credit Repositories”) three national credit repositories in a timely manner; and (x) . The Servicer is a member of MERS in good standing, foregoing representations and will comply in all material respects with the rules and procedures of MERS in connection with the servicing warranties shall survive any termination of the Mortgage Loans that are registered with MERSServicer hereunder. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Indenture Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Indenture Trustee, the Trust Depositor, the Master Servicer, the Securities Administrator, the Depositor Noteholders and the CertificateholdersHolders of the Certificates. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Master Servicer or the Indenture Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan Loan, Prepayment Charge or the interests therein of the CertificateholdersNoteholders, 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 Servicer and the Trust AdministratorIndenture Trustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.03(c2.05(viii) to cure breaches shall constitute above which materially and adversely affects the sole remedies against interests of the Holders of the Owner Trust Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Owner Trust Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the CertificateholdersNoteholders, the DepositorHolders of the Certificates, the Trust Administrator Depositor or the Indenture Trustee on behalf of the Certificateholders Noteholders and, pursuant to the Assignment Agreement respecting a breach of the representations, warranties and covenants contained in this Section 2.05of the Originator.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer 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 the Servicer; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administrator, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association corporation duly formed, organized and validly existing and in good standing under the laws of the United States State of America California and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standingservicer. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (x) The Servicer 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 (the “Credit Repositories”) in on a timely manner; and (x) 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 that are registered with MERSmonthly basis. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 and the Trust AdministratorTrustee. Subject to Section 7.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the Servicer set forth in this Section 2.03(c) 2.05 to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or Depositor and the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.05(ix) above, which breach materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall remedy such breach as follows: the Seller must pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any amount previously collected by the Servicer or paid by the Servicer, for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator Master Servicer, the Securities Administrator, the Depositor and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, such Persons and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited liability company duly formed, organized and validly existing and in good standing under the laws of the United States jurisdiction of America its formation, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administratorother parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (viv) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (viivi) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivii) 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 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; (ixviii) The Servicer 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 (the “Credit Repositories”) in on a timely manner; andmonthly basis; (xix) 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 that are registered with MERS; and (x) The Servicer will not waive any Prepayment Charge other than in accordance with the standard set forth in Section 3.01. (b) Notwithstanding anything to the contrary contained in this Agreement, if the covenant of the Servicer set forth in Section 2.05(a)(x) above is breached, the 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 Collection Account within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of such breach. Furthermore, notwithstanding any other provisions of this Agreement, any payments made by the Servicer in respect of any waived Prepayment Charges pursuant to this paragraph shall be deemed to be paid outside of the Trust Fund. (c) 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 Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Master Servicer, the Securities Administrator, the Depositor and Depositor, the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator such Person or the Trustee Servicer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan 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 (2) Business Days following such discovery) to the Trustee and the Trust AdministratorTrustee. Subject to Section 7.018.01, unless such breach shall not be susceptible of cure within ninety (90) days, the obligation of the Servicer set forth in Section 2.03(c2.03(e) to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, represents and warrants to and covenants to with the Trust Administrator and the Trustee, for the benefit of each of the Owner Trustee, the Trust AdministratorIndenture Trustee, the Certificateholders and to Grantor Trustee, the Noteholders, the Depositor and the Transferor that as of the Closing Date or as of such date specifically provided herein: (ia) The Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Oklahoma and is duly authorized and qualified or will be in compliance with the laws of each state in which any Mortgaged Property is located to transact any and all business contemplated by the extent necessary to ensure the enforceability of each Loan in accordance with the terms of this Agreement to be conducted by the ServicerAgreement; (iib) The execution and delivery of this Agreement by the Servicer and its 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 (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) The Servicer 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, consummate all transactions contemplated by this Agreement. The Servicer , has duly authorized the execution, delivery and performance of this Agreement, Agreement and has duly executed and delivered this Agreement, and this . This Agreement, assuming the due authorization, execution and delivery thereof by the Indenture Trustee, the Depositor Owner Trustee, the Grantor Trustee and the Trust AdministratorDepositor, constitutes a legalvalid, valid legal and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its the terms hereof, except as the enforceability thereof such enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, receivership, moratorium or other similar laws relating to or affecting the enforcement rights of creditors' rights creditors generally, laws affecting the contract obligations of insured banks and by general equity principles (regardless of equitywhether such enforcement is considered in a proceeding in equity or at law); (iiid) The Servicer is not in violation of, and the execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Servicer and this Agreement will not (A) result in constitute a breach violation with respect to, any order or decree of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, court or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 courtfederal, regulatory bodystate, administrative agency municipal or governmental body agency having jurisdiction over itjurisdiction, which materially and adversely affects or, to the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that violation would materially and adversely affect the execution, delivery condition (financial or enforceability of this Agreement otherwise) or the ability operations of the Servicer to service or materially and adversely affect the Mortgage Loans or to perform any performance of its other obligations hereunder in accordance with the terms hereofduties hereunder; (viie) There are no actions or proceedings against, or investigations known to it of, the Servicer currently pending with regard to which the Servicer has received service of process and no action or proceeding against, or investigation of, the Servicer is to the knowledge of the Servicer, threatened or otherwise pending, before any court, administrative agency or other tribunal that (A) that might if determined adversely, would prohibit its entering into this AgreementAgreement or render the Notes invalid, (B) seeking seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or (C) that might if determined adversely, would prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this AgreementAgreement or the Notes; (viiif) 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 Notes, or for 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 Date; (ixg) The Servicer is duly licensed where required as a "Licensee" or is otherwise qualified in each state in which it transacts business and is not in default of such state's applicable laws, rules and regulations, except where the failure to so qualify or such default would not have a material adverse effect on the ability of the Servicer to conduct its business or perform its obligations hereunder; (h) The Servicer is an Eligible Servicer and services mortgage loans in accordance with Accepted Servicing Procedures; (i) No Officer's Certificate, statement, report or other document prepared by the Servicer and furnished or to be furnished by it pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (j) The Servicer is solvent and will not be rendered insolvent as a result of the performance of its obligations pursuant to this Agreement; (k) The Servicer has fully furnished not waived any default, breach, violation or event of acceleration existing under any Debt Instrument or any related Mortgage; (l) The Servicer will cause to be performed any and will continue all acts required to fully furnishbe performed by the Servicer to preserve the rights and remedies of the Grantor Trustee, the Owner Trustee and the Indenture Trustee in any Insurance Policies applicable to the Home Loans including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Grantor Trustee, the Owner Trustee and the Indenture Trustee; (m) The Servicer shall comply with, and shall service, or cause to be serviced, each Home Loan, 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 (the “Credit Repositories”) in a timely mannerAccepted Servicing Procedures; and (xn) The Servicer is a member agrees that, so long as it shall continue to serve in the capacity contemplated under the terms of MERS this Agreement, it shall remain in good standingstanding under the laws governing its creation and existence and qualified under the laws of each state in which it is necessary to perform its obligations under this Agreement or in which the nature of its business requires such qualification; it shall maintain all licenses, permits and will comply in other approvals required by any law or regulations as may be necessary to perform its obligations under this Agreement and to retain all material respects with rights to service the rules Loans; and procedures it shall not dissolve or otherwise dispose of MERS in connection with the servicing all or substantially all of the Mortgage Loans that are registered with MERSits assets. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 3.03 shall survive delivery of the Mortgage respective Grantor Trustee's Home Loan Files to the Indenture Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Depositor, the Noteholders, the Owner Trustee, the Trust Administrator, the Depositor Grantor Trustee and the CertificateholdersIndenture Trustee. Upon discovery by any of the Transferor, the Depositor, the Servicer, the Trust Administrator Indenture Trustee, the Grantor Trustee or the Owner Trustee of a breach of any of the foregoing representations, warranties and covenants which that materially and adversely affects the value of any Mortgage Home Loan or the interests therein of the Certificateholderssuch Person therein, 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05other parties.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in the states where the Mortgaged Property is located (or is otherwise exempt under applicable law from such qualification) if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, has duly ) and all documents and instruments contemplated hereby which are executed and delivered by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement, Agreement and this Agreementall documents and instruments contemplated hereby which are executed and delivered by the Servicer, assuming the due authorization, execution and delivery thereof by the Trusteeother parties hereto, evidences the Depositor valid, binding and the Trust Administrator, constitutes a legal, valid and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement and all documents and instruments contemplated hereby which are executed and delivered by the Servicer valid and binding upon the Servicer in accordance with its terms; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD[Reserved]; (v) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (D) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (vii) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (viii) No consent, approval, authorization or order of The Servicer will not waive any court or governmental agency or body Prepayment Charge unless it is required for waived in accordance with the execution, delivery and performance by the Servicer of, or compliance by the Servicer 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 Datestandard set forth in Section 3.01; (ix) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport on a monthly basis, 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 (each of the “Credit Repositories”) credit repositories in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeTrustee and the Certificateholders, the Trust Administrator, the Certificateholders and to the Depositor Depositor, that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in the states where the Mortgaged Property is located (or is otherwise exempt under applicable law from such qualification) if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, has duly ) and all documents and instruments contemplated hereby which are executed and delivered by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement, Agreement and this Agreementall documents and instruments contemplated hereby which are executed and delivered by the Servicer, assuming the due authorization, execution and delivery thereof by the Trusteeother parties hereto, evidences the Depositor valid, binding and the Trust Administrator, constitutes a legal, valid and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement and all documents and instruments contemplated hereby which are executed and delivered by the Servicer valid and binding upon the Servicer in accordance with its terms; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the material breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD[Reserved]; (v) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (D) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (vii) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (viii) No consent, approval, authorization or order of The Servicer will not waive any court or governmental agency or body Prepayment Charge unless it is required for waived in accordance with the execution, delivery and performance by the Servicer of, or compliance by the Servicer 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;standard set forth in Section 3.01; and (ix) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport on a monthly basis, 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 (each of the “Credit Repositories”) three national credit repositories in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 Servicer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.03(c2.05(x) to cure breaches shall constitute above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Mortgage Loan Purchase Agreement respecting a breach of the representations, warranties and covenants contained of the Originator made in this Section 2.05its capacity as a party to the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust AdministratorSeller, the Certificateholders Securities Administrator and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, 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 the ServicerServicer in any state in which a Mortgaged Property related to a 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 Mortgage Loan serviced and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer has the full power and authority to conduct its business as presently conducted by it service each Mortgage Loan which the Servicer is required to service hereunder, and to execute, deliver and perform, and to enter into and consummate, all consummate the transactions contemplated by this Agreement. The Servicer Agreement and has duly authorized by all necessary action on the part of the Servicer the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, ; and this Agreement, assuming the due authorization, execution and delivery thereof by the TrusteeDepositor, the Depositor Seller, the Securities Administrator and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms terms, except as to the extent that (a) the enforceability thereof hereof may be limited by bankruptcy, insolvency, reorganization or moratorium, receivership and other similar laws affecting relating to creditors’ rights generally and (b) the enforcement remedy of creditors' rights generally, laws affecting specific performance and injunctive and other forms of equitable relief may be subject to the contract obligations equitable defenses and to the discretion of insured banks and by general principles of equitythe court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws organizational documents of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is an approved seller/servicer for Xxxxxx Xxx and an approved servicer for Xxxxxxx Mac in good standing and is a HUD HUD-approved non-supervised mortgagee pursuant to Section 203 and Section 211 of the National Housing Act Act, and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No no event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD HUD, Xxxxxx Xxx or Xxxxxxx Mac eligibility requirements or that would require notification to HUDrequirements; (v) The 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; (vi) No litigation is pending or, to the best knowledge of the Servicer, threatened against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivi) 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 by it the Servicer 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; (ixvii) The Servicer has will not waive any Prepayment Premium or part of a Prepayment Premium unless such Prepayment Premium (a) is a Prepayment Premium in connection with a Mortgage Loan that is related to a default or an imminent default, (b) is a Prepayment Premium, the collection of which would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters or (c) is a Prepayment Premium, the collection of which would violate applicable federal, state or local law. Notwithstanding the previous sentence, if the Servicer determines that any Prepayment Premium is not legally enforceable under the circumstances in which the related Principal Prepayment occurs, then the Servicer shall not be required to attempt to collect the applicable Prepayment Premium, and shall have no liability or obligation with respect to such Prepayment Premium pursuant to Section 2.03(b)(ii) hereof; (viii) For each Mortgage Loan, the Servicer will accurately, 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 a timely manner report its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors (each of the “Credit Repositories”) in a timely manner; and (xix) The Servicer is a member shall review the Mortgage Loan documents in accordance with its customary servicing procedures to verify the existence of MERS in good standingall documents necessary to enforce any Prepayment Premiums. If the Servicer cannot verify the existence of such documents it shall immediately notify the Originator, the Seller, the Trustee, the Securities Administrator and will comply in all material respects the Depositor. Upon receipt of such notice, the Originator shall provide the Servicer with any outstanding documents required to verify the rules and procedures of MERS in connection with the servicing existence of the Mortgage Loans that are registered with MERSPrepayment Premium. In the event the Servicer is unable to verify the existence of Prepayment Premium, the Servicer shall not be obligated to collect such Prepayment Premium or to pay such Prepayment Premiums into the Collection Account. (b) It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf Trustee, and shall inure to the benefit of the Seller, the Trustee, the Trust Administrator, the Depositor Securities Administrator and the CertificateholdersDepositor. Upon discovery by any of the Depositor, the Seller, the Servicer, the Trust Securities Administrator 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 Loan, Prepayment Premium 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 and the Trust Administratorother such parties. Subject to Section 7.01, the The obligation of the Servicer set forth in Section 2.03(c2.03(b) to cure breaches (or, in the case of Section 2.05(a)(vii), to pay the amount of the waived Prepayment Premium) shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Seller, the Securities Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeTrustee and the Certificateholders, the Trust Administrator, the Certificateholders and to the Depositor Depositor, that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in the states where the Mortgaged Property is located (or is otherwise exempt under applicable law from such qualification) if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, has duly ) and all documents and instruments contemplated hereby which are executed and delivered by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement, Agreement and this Agreementall documents and instruments contemplated hereby which are executed and delivered by the Servicer, assuming the due authorization, execution and delivery thereof by the Trusteeother parties hereto, evidences the Depositor valid, binding and the Trust Administrator, constitutes a legal, valid and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement and all documents and instruments contemplated hereby which are executed and delivered by the Servicer valid and binding upon the Servicer in accordance with its terms; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the material breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD[Reserved]; (v) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (D) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (vii) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (viii) 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 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; (ix) The Servicer has fully furnished and will continue to fully furnish, not waive any Prepayment Charge unless it is waived 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 (the “Credit Repositories”) in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer standard set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05.3.01; and

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified 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 transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer 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, and this Agreement, assuming the due authorization, execution and delivery thereof ) by the Trustee, the Depositor Servicer and the Trust Administratorconsummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; 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; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 This Agreement, and Section 211 all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the National Housing Act Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy laws and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUDgeneral principles of equity; (v) [Reserved]; (vi) The 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; (vivii) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) may result in any material liability on the part of the Servicer, or (D) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (E) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (viii) No consentNeither this Agreement nor any information, approvalcertificate of an officer, authorization statement furnished in writing or order of any court or governmental agency or body is required for report delivered to the execution, delivery and performance Trustee by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation by it of in connection with the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Datehereby contains any untrue statement of a material fact; (ix) The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Agreement; (x) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (xi) The Servicer 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 (the “"Credit Repositories”") in on a timely manner; and (x) 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 that are registered with MERSmonthly basis. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 Servicer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.03(c2.05(x) to cure breaches shall constitute above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Mortgage Loan Purchase Agreement respecting a breach of the representations, warranties and covenants contained of the Seller made in this Section 2.05its capacity as a party to the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator Collateral Agent and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor Insurer that as of the Closing Date or as of such date specifically provided hereinand each Subsequent Transfer Date: (ia) The the Servicer is a national banking association duly formedorganized, validly existing and in good standing under the laws of the United States state of America its organization and is duly authorized and qualified to transact any business in and all business contemplated by this Agreement is in good standing under the laws of each state in which it is necessary for it to be so qualified in order to carry on its business as now being conducted by and has all licenses necessary to carry on its business as now being conducted; the Servicer; (ii) The Servicer has the full power and authority to conduct own its property, to carry on its business as presently conducted by it conducted, and to execute, deliver and perform, and perform each of the Transaction Documents to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized which it is a party; the execution, delivery and performance of this Agreement, has duly executed and each of the Transaction Documents to which it is a party (including all instruments of transfer to be delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof pursuant to any such Transaction Documents to which it is a party) by the Trustee, the Depositor Servicer and the Trust Administratorconsummation of the transactions contemplated hereby and thereby have been duly and validly authorized; each of the Transaction Documents to which it is a party evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks generally and by to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law) and all requisite partnership action has been taken by the Servicer to make each of the Transaction Documents to which it is a party valid and binding upon the Servicer (subject as aforesaid in the preceding clause); (iiib) The execution and delivery the Servicer is not required to obtain the consent of any other party or obtain the consent, license, approval or authorization of, or make any registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, or any other Transaction Documents to which it is a party; (c) the consummation by the Servicer of any other of the transactions herein contemplated, and contemplated by the fulfillment of or compliance with the terms hereof are Transaction Documents will not result in the ordinary course of business of the Servicer and will not (A) result in a breach of any term or provision of the charter certificate of incorporation or by-laws of the Servicer or (B) conflict with, result in a breach, violation the breach of any term or acceleration provision of, or conflict with or constitute a default (with or without notice, lapse of time or both) under or result in a default the acceleration of any obligation under, the terms of any other material agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is a party or by which it may be boundsubject, or result in the creation or imposition of any statute, order or regulation applicable Lien upon any of its properties pursuant to the Servicer terms of any courtsuch agreement, regulatory bodyindenture or loan or credit agreement or other instrument (aside from the lien created pursuant to this Agreement) or result in the violation of any law, administrative agency rule, regulation, order, judgment or governmental body having jurisdiction over decree to which the Servicer; and Servicer or its property or the Receivables are subject; (d) the Servicer is not a party to, bound by, 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 oraffects, to the Servicer's knowledge, would or may in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) Agreement or the business, operations, financial condition, properties or assets interest of the Servicer taken as a whole Noteholders, the Trust or (z) the legality, validity or enforceability of this AgreementInsurer in any material respect; (ive) The Servicer is a HUD approved mortgagee pursuant there are no actions, suits, proceedings or investigations pending or, to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx Servicer's knowledge, threatened against the Servicer, before any court, regulatory body, administrative agency or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make other tribunal or governmental instrumentality having jurisdiction over the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; any of its properties (vi) The 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; (vi) No litigation is pending against asserting the Servicer that would materially and adversely affect the execution, delivery or enforceability invalidity of this Agreement or the ability any of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this AgreementTransaction Documents, (Bii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, (Ciii) seeking any determination or ruling that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this AgreementAgreement or any of the Transaction Documents, (iv) involving the Servicer and which might adversely affect the federal income tax or other federal, state or local tax attributes of the Notes, or (v) that could have a material adverse effect on the Receivables. To the Servicer's knowledge, there are no proceedings or investigations pending or threatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties relating to the Servicer which might adversely affect the federal income tax or other federal, state or local tax attributes of the Notes; (viiif) No consent, approval, authorization or order the principal office of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer ofis located at One Park Place, or compliance by the Servicer with000 XX 00xx Xxxxxx, this Agreement or the consummation by it of the transactions contemplated by this AgreementXxxxx 000, except for such consentsXxxx Xxxxx, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; (ix) The Servicer 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 (the “Credit Repositories”) in a timely mannerXxxxxxx 00000; and (xg) The the Sub-Servicing Agreement is enforceable against the Servicer is a member of MERS in good standing, and will comply in has been duly authorized by all material respects with the rules and procedures of MERS in connection with the servicing necessary corporate action of the Mortgage Loans that are registered with MERSServicer and has been duly executed and delivered by the Servicer. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 2.05 9.1 shall survive delivery of the Mortgage respective Receivable Files to the Trustee or to Custodian and the related Custodian Sub-Servicers, if any, on its behalf of the Trust Collateral Agent and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholderssurvive as long as any Note shall be outstanding or this Agreement has not been terminated. Upon discovery by any the Seller, the Servicer or a Responsible Officer of the Depositor, the Servicer, the Trust Administrator or the Trustee Collateral Agent of a breach of any of the foregoing representations, representations and warranties and covenants set forth in this Section 9.1 which materially and adversely affects the value interests of any Mortgage Loan the Noteholders or the interests therein of the CertificateholdersInsurer in any Receivable, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) thereof to the Trustee other parties and to the Insurer. In addition to the foregoing, the Servicer shall indemnify the Seller, the Trust Collateral Agent, the Insurer, the Trust and the Trust Administrator. Subject to Section 7.01Noteholders against all costs, the obligation expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the Servicer events or facts giving rise to a breach of the covenants or representations and warranties set forth in Section 2.03(c) 9.1. The Insurer shall be deemed to cure breaches shall constitute have relied on the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the foregoing representations, warranties and covenants contained in this Section 2.05executing and delivering the Note Policy.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer has the full power and authority to conduct its business as presently conducted by it service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate, all consummate the transactions contemplated by this Agreement. The Servicer Agreement and has duly authorized by all necessary action on the part of the Servicer the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, ; and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administratorother parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms terms, except as to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium, receivership and other similar laws affecting relating to creditors’ rights generally and (b) the enforcement remedy of creditors' rights generally, laws affecting specific performance and injunctive and other forms of equitable relief may be subject to the contract obligations equitable defenses and to the discretion of insured banks and by general principles of equitythe court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited standing and is a HUD approved mortgagee pursuant to a change in insurance coverage, that would make Section 203 of the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUDNational Housing Act; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivi) 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 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; (ixvii) The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Agreement; (viii) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (xix) The Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified 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 transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer 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, and this Agreement, assuming the due authorization, execution and delivery thereof ) by the Trustee, the Depositor Servicer and the Trust Administratorconsummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally; 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; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 This Agreement, and Section 211 all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the National Housing Act Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy laws and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUDgeneral principles of equity; (v) [Reserved]; (vi) The 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; (vivii) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) may result in any material liability on the part of the Servicer, or (D) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (E) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (viii) No consentNeither this Agreement nor any information, approvalcertificate of an officer, authorization statement furnished in writing or order of any court or governmental agency or body is required for report delivered to the execution, delivery and performance Trustee by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation by it of in connection with the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Datehereby contains any untrue statement of a material fact; (ix) The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Agreement; (x) The information set forth in the Prepayment Charge Schedule (including the Prepayment Charge Summary attached thereto) is complete, true and correct in all material respects on the date or dates when such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws affecting creditor’s rights generally or the collectability thereof may be limited due to acceleration in connection with a foreclosure) under applicable federal, state and local law; (xi) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (xii) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport, 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 (each of the “Credit Repositories”) credit repositories in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer, the Servicer, the Trust Administrator Originator 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 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 Servicer, the Originator, the NIMS Insurer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer (in its capacity as Originator) set forth in Section 2.03(cSections 2.05(x) to cure breaches shall constitute or 2.05(xi) above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall remedy such breach as follows: (a) if the representation made by the Servicer (in its capacity as Originator) in Section 2.05(x) above is breached and a Principal Prepayment has occurred in the applicable Prepayment Period or if a change of law subsequent to the Closing Date limits the enforceability of a Prepayment Charge (other than in the circumstances provided in Section 2.05(x) above), the Servicer (in its capacity as Originator) must pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any amount previously collected by the Servicer and paid by the Servicer, for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge; and (b) if any of the covenants made by the Servicer in Section 2.05(xi) above is breached, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Mortgage Loan Purchase Agreement signed by the Servicer in its capacity as Originator, respecting a breach of the representations, warranties and covenants of the Servicer in its capacity as Originator contained in this Section 2.05the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, represents and warrants and covenants to the Trust Administrator and the Trustee, for its own benefit and the benefit of each of the TrusteeCertificateholders, the Trust Administrator, the Certificateholders and to the Depositor that Depositor, the Paying Agent and the Special Servicer, as of the Closing Date or as of such date specifically provided hereinDate, that: (i) The Servicer is a national banking association association, duly formed, organized and validly existing and in good standing under the laws of the United States States, and the Servicer is in compliance with the laws of America and each State in which any Mortgaged Property is duly authorized and qualified located to transact any and all business contemplated by the extent necessary to perform its obligations under this Agreement to be conducted by the ServicerAgreement; (ii) The execution and delivery of this Agreement by the Servicer, and the performance and compliance with the terms of this Agreement by the Servicer, does not (A) violate the Servicer's organizational documents or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Servicer to perform its obligations under this Agreement or its financial condition; (iii) The Servicer 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, consummate all transactions contemplated by this Agreement. The Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this ; (iv) This Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor Special Servicer, the Paying Agent and the Trust AdministratorDepositor, constitutes a legalvalid, valid legal and binding obligation of the Servicer, enforceable against the Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to applicable bankruptcy, insolvency, reorganization or similar reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iiiv) The execution and delivery Servicer is not in default with respect to any law, any order or decree of this Agreement by any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Servicer, 's reasonable judgment is likely to materially and adversely affect the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer of any other of the transactions herein contemplated, and the fulfillment of financial condition or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a breach of any term or provision of the charter of by-laws operations of the Servicer or its properties taken as a whole or its ability to perform its duties and obligations hereunder; (Bvi) 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 the Servicer No litigation is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit the Servicer from entering into this Agreement or, in the future Servicer's good faith and reasonable judgment, is likely to materially and adversely affect, (x) affect either the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability financial condition of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereofServicer; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer before any court, administrative or other tribunal (A) that might prohibit its entering Any Sub-Servicing Agreements entered 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 the Servicer will comply with the provisions of its obligations under, or the validity or enforceability of, this AgreementSection 3.22; (viii) 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 ofServicer, or compliance by the Servicer with, this Agreement or the consummation by it of the transactions of the Servicer contemplated by this Agreement, except for such consentsany consent, approvalsapproval, authorizations authorization or orders, if any, that have order which has been obtained or can be obtained prior to the Closing Date;actual performance by the Servicer of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Servicer to perform its obligations hereunder; and (ix) The Servicer has fully furnished full power and will continue authority to fully furnishenter into and consummate all transactions to be performed by it contemplated by this Agreement, in accordance with has duly authorized the Fair Credit Reporting Act execution, delivery and its implementing regulationsperformance by it of this Agreement, accurate and complete information (e.g., favorable has duly executed and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors (the “Credit Repositories”) in a timely manner; anddelivered this Agreement. (xb) The Servicer is a member of MERS in good standing, representations and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 paragraph (a) above shall survive the execution and delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association state-chartered industrial bank duly formed, organized and validly existing and in good standing under the laws of the United States State of America California and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer has the full power and authority to conduct its business as presently conducted by it service each Mortgage Loan which the Servicer is required to service hereunder and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is a HUD HUD-approved non-supervised mortgagee pursuant to Section 203 and Section 211 of the National Housing Act Act, and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No no event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that which would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer before any court, administrative or other tribunal (A) that might is likely to prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might is likely to prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) No consent, approval, authorization or order of or registration or filing with or notice to 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 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; (ix) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; (x) The Servicer 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 (the “Credit Repositories”) in on a timely mannermonthly basis; and (xxi) The Servicer is a member No information, certificate of MERS an officer, statement furnished or to be furnished in good standingwriting or report delivered to the Depositor, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing any Affiliate of the Mortgage Loans that are registered with MERSDepositor or the Trustee by the Servicer will, to the knowledge of the Servicer, contain any untrue statement of a material fact. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 and the Trust AdministratorTrustee. Subject to Section 7.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the Servicer set forth in this Section 2.03(c) 2.05 to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or Depositor and the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.05(ix) above, which breach materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Custodial Account.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified 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 transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer 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, and this Agreement, assuming the due authorization, execution and delivery thereof ) by the Trustee, the Depositor Servicer and the Trust Administratorconsummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; 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; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 This Agreement, and Section 211 all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the National Housing Act Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy laws and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUDgeneral principles of equity; (v) [Reserved]; (vi) The 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; (vivii) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) may result in any material liability on the part of the Servicer, or (D) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (E) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (viii) No consentNeither this Agreement nor any information, approvalcertificate of an officer, authorization statement furnished in writing or order of any court or governmental agency or body is required for report delivered to the execution, delivery and performance Trustee by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation by it of in connection with the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Datehereby contains any untrue statement of a material fact; (ix) The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Agreement; (x) The information set forth in the Prepayment Charge Schedule (including the Prepayment Charge Summary attached thereto) is complete, true and correct in all material respects on the date or dates when such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws affecting creditor's rights generally or the collectability thereof may be limited due to acceleration in connection with a foreclosure) under applicable federal, state and local law; (xi) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (xii) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport, 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 (each of the “Credit Repositories”) credit repositories in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer, the Servicer, the Trust Administrator Originator 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 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 Servicer, the Originator, the NIMS Insurer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer (in its capacity as Originator) set forth in Section 2.03(cSections 2.05(x) to cure breaches shall constitute or 2.05(xi) above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall remedy such breach as follows: (a) if the representation made by the Servicer (in its capacity as Originator) in Section 2.05(x) above is breached and a Principal Prepayment has occurred in the applicable Prepayment Period or if a change of law subsequent to the Closing Date limits the enforceability of a Prepayment Charge (other than in the circumstances provided in Section 2.05(x) above), the Servicer (in its capacity as Originator) must pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any amount previously collected by the Servicer and paid by the Servicer, for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge; and (b) if any of the covenants made by the Servicer in Section 2.05(xi) above is breached, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Mortgage Loan Purchase Agreement signed by the Servicer in its capacity as Originator, respecting a breach of the representations, warranties and covenants of the Servicer in its capacity as Originator contained in this Section 2.05the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeTrustee and the Certificateholders, the Trust Administrator, the Certificateholders and to the Depositor Depositor, that as of the Closing Date or as of such date specifically provided herein: (i1) The Servicer 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 the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii2) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii3) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv4) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standingAct. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v5) The 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; (vi6) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii7) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 8) 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 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; (ix) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (x9) The Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by 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 transactions contemplated hereby contains or will contain any untrue statement of the Mortgage Loans that are registered with MERSa material fact. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee (or to the related Custodian on its behalf of the Trustee) and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the ServicerNIMS Insurer, the Trust Administrator Servicer 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 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 Servicer, the NIMS Insurer and the Trust AdministratorTrustee. Subject to Section 7.01The foregoing shall not, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole however, limit any remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Master Agreement respecting a breach of the representations, warranties and covenants contained in this Section 2.05of the Originator.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator Master Servicer, the Securities Administrator, the Depositor and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, such Persons and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited liability company duly formed, organized and validly existing and in good standing under the laws of the United States jurisdiction of America its formation, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property related to a 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administratorother parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer Servicer’s formation documents 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (viv) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (viivi) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivii) 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 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; (ixviii) The Servicer 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 (the “Credit Repositories”) in on a timely manner; andmonthly basis; (xix) 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 that are registered with MERS; and (x) The Servicer 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 Servicer set forth in Section 2.05(x) above is breached, the 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 Collection Account within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of such breach; provided, however, the Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 2.05 if the Servicer did not have a copy of the related Mortgage Note, the 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 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 Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Master Servicer, the Securities Administrator, the Depositor and Depositor, the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator such Person or the Trustee Servicer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan 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 (2) Business Days following such discovery) to the Trustee and the Trust AdministratorTrustee. Subject to Section 7.018.01, unless such breach shall not be susceptible of cure within ninety (90) days, the obligation of the Servicer set forth in Section 2.03(c2.03(e) to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Indenture Trustee, the Trust AdministratorDepositor, the Certificateholders Sponsor, the Issuing Entity and to the Depositor that Noteholders as of the Closing Date or as and during the term of such date specifically provided hereinthis Agreement that: (ia) The Servicer is a national banking association duly formedorganized, validly existing and in good standing under the laws of its state of incorporation and has the United States of America power to own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as a foreign corporation and is duly authorized 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 qualified in which the failure so to transact any and all business contemplated by this Agreement qualify could reasonably be expected to be conducted by have a material adverse effect on the Servicer;business, properties, assets, or condition (financial or other) of the Servicer or the performance of its obligations hereunder. (iib) The Servicer has the full power and authority to conduct its business as presently conducted by it and to make, execute, deliver and performperform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized authorize the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof hereof by the Trusteeother parties hereto constitutes, or will constitute, the Depositor and the Trust Administrator, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms terms, except as the enforceability thereof enforcement of such terms may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws relating to or affecting the enforcement rights of creditors' rights creditors generally, laws affecting the contract obligations of insured banks and by general equity principles (regardless of equity;whether such enforcement is considered in a proceeding in equity or at law). (iiic) The execution 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 delivery 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, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in constitute a breach of any term mortgage, indenture, contract or provision of the charter of by-laws of the Servicer 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 Agreement to which the Servicer is a party or by which it may be bound. (e) Except as set forth in the Prospectus Supplement under the heading “Risk Factors,” there is no action, suit, proceeding or investigation pending or to Servicer’s knowledge threatened against the Servicer 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 any statute, order or regulation applicable to the Servicer assets of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not a party to, bound by, or in breach any material impairment of the right or violation 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, the Notes, or the Mortgage Loans or of any indenture action taken or other agreement to be taken in connection with the obligations of the Servicer contemplated herein or instrumenttherein, or subject which would be likely 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 impair materially and adversely affects or, to the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under hereunder. (f) Neither this AgreementAgreement nor any statement, (y) report, or other document furnished by the businessServicer pursuant to this Agreement or in connection with the transactions contemplated hereby, operationsincluding, financial conditionwithout limitation, properties the sale or assets placement of the Notes, contains any untrue material statement of fact provided by or on behalf of the Servicer taken as or omits to state a whole material fact necessary to make the statements provided by or (z) on behalf of the legality, validity Servicer contained herein or enforceability of this Agreement;therein not misleading. (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (vg) The 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;. (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ixh) The Servicer has fully furnished is not an “investment company” or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended. (i) The Servicer shall take all necessary steps to maintain the Indenture Trustee’s perfection and priority in the Mortgage Loans. (j) The Servicer will continue to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g.i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian Experian, and Trans Union Credit Information Company or their successors (three of the “Credit Repositories”) in credit repositories), on a timely manner; andmonthly basis. (xk) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 3.01 shall survive the delivery of the respective Indenture Trustee’s Mortgage Files to the Indenture Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Indenture Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeTrustee and the Certificateholders, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association federally chartered savings bank duly formed, organized and 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 the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standingservicer. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits 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 (except to the extent that any such information, statement or report has been corrected or superseded in writing by the Servicer as of the Closing Date, it being understood (i) that the Servicer has delivered no certificate of an officer prior to the Closing Date and (ii) that any representations, warranties and indemnifications as to the accuracy and completeness of the Prospectus Supplement made by the Servicer in agreements and Officers’ Certificates delivered by the Servicer on the Closing Date in connection with the transactions contemplated by this Agreement shall be interpreted such that the information in the Prospectus Supplement is deemed to correct and/or supersede as of the Closing Date, within the meaning of this parenthetical, any information, statement or report delivered by the Servicer to the Trustee prior to the Closing Date that is inconsistent with the information in the Prospectus Supplement or that was omitted from such information, statement or report delivered prior to the Closing Date); (vii) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (viiviii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiiix) 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 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; (ixx) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (xi) With respect to each Mortgage Loan, the Servicer has fully and accurately furnished with respect to the period in which it serviced the Mortgage Loans, and will continue to fully and accurately furnish, complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information Company, 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 (the “Credit Repositories”) in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator NIMS Insurer 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 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 Servicer, the NIMS Insurer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.03(c2.05(x) to cure breaches shall constitute above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Mortgage Loan Purchase Agreement respecting a breach of the representations, warranties and covenants contained of the Originator made in this Section 2.05its capacity as a party to the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer 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 the Servicer; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administrator, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx Fannie Mae or Xxxxxxx Mac in good Freddie Max xx xoxx standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) The Servicer 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 (the “"Credit Repositories”") in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in the states where the Mortgaged Property is located (or is otherwise exempt under applicable law from such qualification) if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, has duly ) and all documents and instruments contemplated hereby which are executed and delivered by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement, Agreement and this Agreementall documents and instruments contemplated hereby which are executed and delivered by the Servicer, assuming the due authorization, execution and delivery thereof by the Trusteeother parties hereto, evidences the Depositor valid, binding and the Trust Administrator, constitutes a legal, valid and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement and all documents and instruments contemplated hereby which are executed and delivered by the Servicer valid and binding upon the Servicer in accordance with its terms; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD[Reserved]; (v) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (D) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (vii) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (viii) No consent, approval, authorization or order of The Servicer will not waive any court or governmental agency or body Prepayment Charge unless it is required for waived in accordance with the execution, delivery and performance by the Servicer of, or compliance by the Servicer 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;standard set forth in Section 3.01; and (ix) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport on a monthly basis, 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 (each of the “Credit Repositories”) credit repositories in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 Servicer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.03(c2.05(viii) to cure breaches shall constitute above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Mortgage Loan Purchase Agreement respecting a breach of the representations, warranties and covenants contained of the Seller made in this Section 2.05its capacity as a party to the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator Master Servicer, the Securities Administrator, the Depositor and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, such Persons and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited liability company duly formed, organized and validly existing and in good standing under the laws of the United States jurisdiction of America its formation, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administratorother parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (viv) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (viivi) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivii) 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 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; (ixviii) The Servicer 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 (the “Credit Repositories”) in on a timely manner; andmonthly basis; (xix) The Servicer is a member of MERS [MERS] in good standing, and will comply in all material respects with the rules and procedures of MERS [MERS] in connection with the servicing of the Mortgage Loans that are registered with [MERS]; and (x) The Servicer will not waive any Prepayment Charge other than in accordance with the standard set forth in Section 3.01. (b) Notwithstanding anything to the contrary contained in this Agreement, if the covenant of the Servicer set forth in Section 2.05(a)(x) above is breached, the 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 [__] Certificates, by depositing such amount into the Collection Account within [___] days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of such breach. Furthermore, notwithstanding any other provisions of this Agreement, any payments made by the Servicer in respect of any waived Prepayment Charges pursuant to this paragraph shall be deemed to be paid outside of the Trust Fund. (c) 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 Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Master Servicer, the Securities Administrator, the Depositor and Depositor, the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator such Person or the Trustee Servicer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan 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 and the Trust AdministratorTrustee. Subject to Section 7.018.01, unless such breach shall not be susceptible of cure within [________] ([__]) days, the obligation of the Servicer set forth in Section 2.03(c2.03(e) to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association corporation duly formed, organized and validly existing and in good standing under the laws of the United States State of America California and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standingservicer. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (x) The Servicer 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 (the “Credit Repositories”) in on a timely manner; and (x) 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 that are registered with MERSmonthly basis. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 and the Trust AdministratorTrustee. Subject to Section 7.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the Servicer set forth in this Section 2.03(c) 2.05 to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or Depositor and the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.05(ix) above, which breach materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, represents and warrants and covenants to the Trust Administrator and the Trustee, for its own benefit and the benefit of each of the TrusteeCertificateholders, the Trust Administrator, the Certificateholders Grace Building Companion Noteholders and to the Depositor that Depositor, the Fiscal Agent and the Special Servicer, as of the Closing Date or as of such date specifically provided hereinDate, that: (i) The Servicer is a national banking association corporation, duly formedorganized, validly existing and in good standing under the laws of the United States State of America California, and the Servicer is duly authorized and qualified in compliance with the laws of each State in which any Mortgaged Property is located to transact any and all business contemplated by the extent necessary to perform its obligations under this Agreement to be conducted by the ServicerAgreement; (ii) The execution and delivery of this Agreement by the Servicer, and the performance and compliance with the terms of this Agreement by the Servicer, will not (A) violate the Servicer's organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets or (C) violate any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Servicer to perform its obligations under this Agreement or its financial condition; (iii) The Servicer 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, consummate all transactions contemplated by this Agreement. The Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this ; (iv) This Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor Special Servicer and the Trust AdministratorDepositor, constitutes a legalvalid, valid legal and binding obligation of the Servicer, enforceable against the Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iiiv) The Servicer is not in violation of, and its execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the ordinary course of business Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Servicer and will not (A) result in a breach of any term to perform its obligations under this Agreement or provision the financial condition of the charter of by-laws of the Servicer or Servicer; (Bvi) 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 the Servicer No litigation is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 pending or, to the best of the Servicer's knowledge, would threatened against the Servicer, the outcome of which, in the future Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Servicer from entering into this Agreement or materially and adversely affect, (x) affect either the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, The Servicer has errors and omissions insurance coverage which is in full force and effect and complies with the Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation requirements of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this AgreementSection 3.07 hereof; (viii) No consent, approval, authorization or order of order, registration, filing with or notice to any governmental authority or court or governmental agency or body is required under federal or state law, for the execution, delivery and performance by the Servicer ofServicer, or compliance by the Servicer with, this Agreement or the consummation by it of the any transactions contemplated by this Agreementhereby, except for other than (A) such consents, approvals, authorizations authorizations, qualifications, registrations, filings or orders, if any, that notices as have been obtained prior to or made and (B) where the Closing Date;lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Servicer under this Agreement; and (ix) The Servicer has fully furnished full power and will continue authority to fully furnishenter into and consummate all transactions to be performed by it contemplated by this Agreement, in accordance with has duly authorized the Fair Credit Reporting Act execution, delivery and its implementing regulationsperformance of this Agreement, accurate and complete information (e.g., favorable has duly executed and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors (the “Credit Repositories”) in a timely manner; anddelivered this Agreement. (xb) The Servicer is a member of MERS in good standing, representations and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 paragraph (a) above shall survive the execution and delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeCertificateholders, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formed, organized and 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 the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws formation documents of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD[Reserved]; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) The Servicer has fully furnished and will continue to not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (x) The Servicer will 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 (the “Credit Repositories”) in on a timely manner; and (x) 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 that are registered with MERSmonthly basis. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust AdministratorDepositor, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 and the Trust AdministratorTrustee. Subject to Section 7.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the Servicer set forth in this Section 2.03(c) 2.05 to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or Depositor and the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.05(ix) above, which breach materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the holders of the Class P Certificates, by depositing such amount into the Collection Account. Notwithstanding any other provisions of this Agreement, any payments made by the Servicer in respect of any waived Prepayment Charges pursuant to this Section 2.05 shall be deemed to be paid outside of the Trust Fund.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator Master Servicer, the Securities Administrator, the Depositor and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, such Persons and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association corporation duly formed, organized and validly existing and in good standing under the laws of the United States State of America California and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administratorother parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter articles of incorporation or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (viv) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (viivi) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivii) 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 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) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (ix) The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Agreement; (x) The information set forth in the Prepayment Charge Schedule (including the Prepayment Charge Summary attached thereto) is complete, true and correct in all material respects on the date or dates when such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws affecting creditor’s rights generally or the collectibility thereof may be limited due to acceleration in connection with a foreclosure) under applicable federal, state and local law; (xi) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport, 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 (each of the “Credit Repositories”) credit repositories in a timely manner; and (xxii) The Servicer is a member of MERS will not waive any Prepayment Charge with respect to any Mortgage Loan other than in good standing, and will comply in all material respects accordance with the rules standard set forth in Section 3.01. Notwithstanding anything to the contrary contained in this Agreement, if the representation made by the Servicer (in its capacity as the Originator) set forth in Section 2.5(x) is breached and procedures a Principal Prepayment has occurred on the applicable Prepayment Period or if a change of MERS law subsequent to the Closing Date limits the enforceability of a Prepayment Charge (other than in connection with the servicing circumstances provided in Section 2.05(x) above), the Servicer (in its capacity as Originator) must pay the amount of the Mortgage Loans that are registered with MERSscheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any amount previously collected by the Servicer and paid by the Servicer, for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge; and if the covenant of the Servicer set forth in Section 2.05(xii) above is breached, the 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 Collection Account, in each case within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of such breach. Furthermore, notwithstanding any other provisions of this Agreement, any payments made by the 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 Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Master Servicer, the Securities Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator such Person or the Trustee Servicer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan 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 and the Trust AdministratorTrustee. Subject to Section 7.018.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the Servicer set forth in Section 2.03(c2.03(e) to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor or the Trustee on behalf of the Certificateholders, pursuant to the Mortgage Loan Purchase Agreement signed by the Servicer in its capacity as Originator, respecting a breach of the representations, warranties and covenants of the Servicer in its capacity as Originator contained in the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, Trustee and the Certificateholders and to the Depositor and the Securities Administrator that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formed, chartered and validly existing and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted, except for such licenses, certificates and permits the absence of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by which, individually or in the Servicer; (ii) The aggregate, would not have a material adverse effect on the ability of the Servicer has the full power and authority 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 the Servicer or to ensure the enforceability or validity of each Mortgage Loan; the 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. The Servicer 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, and this Agreement, assuming the due authorization, execution and delivery thereof ) by the Trustee, the Depositor Servicer and the Trust Administrator, constitutes a legal, consummation of the transactions contemplated hereby have been duly and validly authorized; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding obligation of the Servicer, enforceable against upon the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by general principles of equityterms; (iiiii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 the Servicer and will not (A) result in a the breach of any term or provision of the charter articles of incorporation or by-laws of the Servicer or (B) conflict with, result in a breach, violation the breach of any term or acceleration provision of, or conflict with or constitute a default under or result in a default the acceleration of any obligation under, the terms of any other material agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is a party or by which it may be boundsubject, or any statute, order or regulation applicable to result in the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not a party to, bound by, or in breach or violation of any indenture law, rule, regulation, order, judgment or other agreement or instrument, or subject decree 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform or its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementproperty is subject; (iviii) The Servicer is an approved seller/servicer of conventional residential mortgage loans for Fannie Mae or Freddie Mac, with the facilities, procedures, and exxxxxxnced perxxxxxx necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No standing to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac, and no event has occurred, including but not bxx xxx limited to a change xx x xhange in insurance coverage, that which would make the Servicer unable to comply with HUD Fannie Mae or Freddie Mac eligibility requirements or that which would require notification xxxxxre notifxxxxxxx to HUDeither Fannie Mae or Freddie Mac; (iv) This Agreement, and all doxxxxxxs and inxxxxxxxts contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the 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) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the 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 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 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 the Servicer contemplated herein, or that would be likely to impair materially the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with under the terms hereofof this Agreement; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) No consent, approval, authorization approval or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer with, 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 obtained; (viii) No information in this Agreement provided by the Servicer nor any information, certificate of an officer, statement furnished in writing or report delivered to the Closing Date;Trustee or the Securities Administrator by the 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) The 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 (the “Credit Repositories”) in on a timely manner; and (x) 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 that are registered with MERSmonthly basis. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust AdministratorDepositor, the Depositor Securities Administrator and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Securities Administrator 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 Loan, Prepayment Penalty 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05other parties hereto.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association corporation duly formed, organized and validly existing and in good standing under the laws of the United States State of America California and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementwhole; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standingservicer. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; (x) The Servicer 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 (the “Credit Repositories”) in on a timely mannermonthly basis; and (xxi) The Servicer is a member No information, certificate of MERS an officer, statement furnished in good standingwriting or report delivered to the Depositor, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing any Affiliate of the Mortgage Loans that are registered with MERSDepositor or the Trustee by the Servicer will, to the knowledge of the Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, certificate, statement or report not misleading. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 and the Trust AdministratorTrustee. Subject to Section 7.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the Servicer set forth in this Section 2.03(c) 2.05 to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or Depositor and the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.05(ix) above, which breach materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Custodial Account.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in the states where the Mortgaged Property is located (or is otherwise exempt under applicable law from such qualification) if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, has duly ) and all documents and instruments contemplated hereby which are executed and delivered by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement, Agreement and this Agreementall documents and instruments contemplated hereby which are executed and delivered by the Servicer, assuming the due authorization, execution and delivery thereof by the Trusteeother parties hereto, evidences the Depositor valid, binding and the Trust Administrator, constitutes a legal, valid and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement and all documents and instruments contemplated hereby which are executed and delivered by the Servicer valid and binding upon the Servicer in accordance with its terms; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD[Reserved]; (v) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (D) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (vii) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (viii) No consent, approval, authorization or order of The Servicer will not waive any court or governmental agency or body Prepayment Charge unless it is required for waived in accordance with the execution, delivery and performance by the Servicer of, or compliance by the Servicer 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 Datestandard set forth in Section 3.01; (ix) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport on a monthly basis, 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 (each of the “Credit Repositories”) credit repositories in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator Servicer 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 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 Servicer and the Trust AdministratorTrustee. Subject to Section 7.01Notwithstanding the foregoing, within 90 days of the obligation earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the Servicer set forth in Section 2.03(c2.05(x) to cure breaches shall constitute above which materially and adversely affects the sole remedies against interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the holders of the Class P Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator Depositor or the Trustee on behalf of the Certificateholders Certificateholders, pursuant to the Mortgage Loan Purchase Agreement respecting a breach of the representations, warranties and covenants contained of the Originator made in this Section 2.05its capacity as a party to the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited partnership duly formed, validly existing and in good standing as a limited partnership under the laws of the United States State of America Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws limited partnership agreement of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standingAct. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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; (ix) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited partnership duly formed, validly existing and in good standing as a limited partnership under the laws of the United States State of America Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the TrusteeDepositor, the Depositor Trust Administrator and the Trust AdministratorTrustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws limited partnership agreement of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standingAct. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viii) 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 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;; and (ix) The Servicer has fully furnished does 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 accurately report its borrower credit files for each Mortgage Loan to Equifax, Experian and Trans Union Credit Information Company or their successors (the “Credit Repositories”) three major credit bureaus in existence as of the Closing Date in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the TrusteeTrust Administrator, the Trust AdministratorTrustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 Trust Administrator and the Trust AdministratorTrustee. Subject to Section 7.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, Depositor or the Trust Administrator or and the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders, pursuant to the Mortgage Loan Purchase Agreement, respecting a breach of the representations, warranties and covenants of the Originator or the Seller contained in the Mortgage Loan Purchase Agreement.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator Master Servicer, the Securities Administrator, the Depositor and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, such Persons and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited liability company duly formed, organized and validly existing and in good standing under the laws of the United States jurisdiction of America its formation, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property related to an 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The the Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administratorother parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (viv) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (viivi) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivii) 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 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; (ixviii) The Servicer 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 (the “Credit Repositories”) in on a timely manner; andmonthly basis; (xix) 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 that are registered with MERS; and (x) The Servicer 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 Servicer set forth in Section 2.05(x) above is breached, the 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 Collection Account within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of such breach; provided, however, the Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 2.05 if the Servicer did not have a copy of the related Mortgage Note, the Servicer requested a copy of the same from the applicable Custodian in accordance with the terms of the related Custodial Agreement and the applicable 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 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 Trustee or to the related applicable Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Master Servicer, the Securities Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator such Person or the Trustee Servicer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan 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 and the Trust AdministratorTrustee. Subject to Section 7.018.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the Servicer set forth in Section 2.03(c2.03(e) to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator Master Servicer, the Securities Administrator, the Depositor and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, such Persons and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited liability company duly formed, organized and validly existing and in good standing under the laws of the United States jurisdiction of America its formation, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administratorother parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer Servicer’s formation documents 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (viv) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (viivi) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivii) 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 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; (ixviii) The Servicer 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 (the “Credit Repositories”) in on a timely manner; andmonthly basis; (xix) 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 that are registered with MERS; and (x) The Servicer will not waive any Prepayment Charge other than in accordance with the standard set forth in Section 3.01. (b) Notwithstanding anything to the contrary contained in this Agreement, if the covenant of the Servicer set forth in Section 2.05(a)(x) above is breached, the 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 Collection Account within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of such breach; provided, however, the Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 2.05 if the Servicer did not have a copy of the related Mortgage Note, the Servicer requested a copy of the same from the related Custodian in accordance with the terms of the related Custodial Agreement and such Custodian failed to provide such 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 Servicer in respect of any waived Prepayment Charges pursuant to this paragraph shall be deemed to be paid outside of the Trust Fund. (c) 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 Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Master Servicer, the Securities Administrator, the Depositor and Depositor, the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator such Person or the Trustee Servicer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan 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 (2) Business Days following such discovery) to the Trustee and the Trust AdministratorTrustee. Subject to Section 7.018.01, unless such breach shall not be susceptible of cure within ninety (90) days, the obligation of the Servicer set forth in Section 2.03(c2.03(e) to cure breaches shall constitute the sole remedies remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each as of the Trustee, the Trust Administrator, the Certificateholders date hereof and to the Depositor that as of the Closing Date or Date, as of such date specifically provided hereinfollows: (ia) The Servicer has been duly incorporated and is a national banking association duly formed, validly existing as a corporation under the laws of the State of North Carolina (or the state of its incorporation, if the Servicer is not OAC) and is in good standing under such laws, with full power and authority to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Pooling and Servicing Agreement, and has duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction wherein it conducts any material business or in which the United States performance of America its duties under the Pooling and is duly authorized Servicing Agreement would require such qualification, except where the failure so to qualify would not have a material adverse effect on the performance of its obligations under the Pooling and qualified Servicing Agreement. The Servicer holds all material licenses, certificates, franchises, and permits from all governmental authorities necessary for the conduct of its business and will have received no notice of proceedings relating to transact the revocation of any such license, certificate or permit, that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would affect materially and adversely the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Servicer. (b) The Servicer has all requisite corporate power and authority to own its properties and to conduct any and all business required or contemplated by this the Pooling and Servicing Agreement to be conducted by the Servicer; (ii) The Servicer has and to perform the full power covenants and authority obligations to conduct its business as presently conducted be performed by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized hereunder; the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, Servicer of the Depositor Pooling and Servicing Agreement are within the Trust Administrator, constitutes a legal, valid corporate power of the Servicer and binding obligation have been duly authorized by all necessary corporate action on the part of the Servicer, enforceable against ; and neither the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally, laws affecting the contract obligations of insured banks and by general principles of equity; (iii) The execution and delivery of this the Pooling and Servicing Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, nor the consummation by the Servicer of any other of the transactions herein contemplated, and the fulfillment of or nor compliance with the terms provisions hereof are in by the ordinary course of business of the Servicer and Servicer, will not (A1) conflict with or result in a breach of of, or will constitute a default under, any term or provision of the charter provisions of the articles of incorporation or by-laws of the Servicer or (B) conflict withany law, result in a breach, violation governmental rule or acceleration ofregulation, or result in a default underany judgment, decree or order binding on the terms Servicer or its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other material agreement or instrument to which the Servicer is a party or by which it may is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument. (c) The Pooling and Servicing Agreement and all other documents and instruments required or contemplated hereby to be boundexecuted or delivered by the Servicer under the Pooling and Servicing Agreement have been duly authorized, executed and delivered by the Servicer and, assuming due authorization, execution and delivery thereof by all other parties thereto, constitute legal, valid and binding agreements enforceable against the Servicer in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or any statuteother similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity. (d) No consent, approval, order or regulation applicable to authorization of, or registration, qualification or declaration with, any federal, state or other governmental authority by the Servicer is required in connection with the authorization, execution or delivery of the Pooling and Servicing Agreement or the performance by the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; covenants and the Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject obligations 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 be performed by it hereunder. (e) No Proceedings are pending or, to the best of the Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of threatened against the Servicer to perform that would prohibit its entering into the Pooling and Servicing Agreement or performing its obligations under this the Pooling and Servicing Agreement, (y) including assisting in the business, operations, financial condition, properties or assets issuance of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement;Certificates. (ivf) The Servicer is a HUD approved mortgagee pursuant to Section 203 maintains an errors and Section 211 omissions policy and fidelity bond that covers the Servicer's performance under the Pooling and Servicing Agreement and such policy and bond are in full force and effect. (g) The Servicer has obtained or made all necessary consents, approvals, waivers and notifications of stockholders, creditors, lessors and other nongovernmental persons, in each case, in connection with the execution and delivery of the National Housing Act Pooling and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurredServicing Agreement, including but not limited to a change in insurance coverage, that would make and the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD;consummation of all the transactions herein contemplated. (vh) The 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; (vi) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or under the validity or enforceability of, this Pooling and Servicing Agreement; (viii) 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 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; (ix) The Servicer 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 (the “Credit Repositories”) in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the DepositorCompany, the Servicer, the Trust Administrator Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants which that materially and adversely affects the value of any Mortgage Loan or the interests therein interest of the CertificateholdersCertificateholders in any underlying Asset, the party discovering such breach shall give prompt written notice thereof (but in no event later than two Business Days following such discovery) to the Trustee and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05other parties hereto.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the TrusteeTrustee and the Certificateholders, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association duly formedorganized, validly existing existing, and in good standing under the laws of the United States jurisdiction of America its formation and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified 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 transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Servicer; (ii) The Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer 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, and this Agreement, assuming the due authorization, execution and delivery thereof ) by the Trustee, the Depositor Servicer and the Trust Administratorconsummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; 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; (ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the material breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, laws affecting or conflict with or constitute a default under or result in the contract obligations acceleration of insured banks and by general principles any obligation under, any material agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of equityany law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The execution and delivery of this Agreement by the Servicer, Servicer and the servicing of performance and compliance with its obligations and covenants hereunder do not require the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer consent or approval 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 (A) result in a breach of any term or provision of the charter of by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 authority or, to the Servicer's knowledgeif such consent or approval is required, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreementit has been obtained; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 This Agreement, and Section 211 all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the National Housing Act Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy laws and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUDgeneral principles of equity; (v) The 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; (vi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that would materially and adversely affect that, either individually or in the executionaggregate, delivery (A) may result in any change in the business, operations, financial condition, properties or enforceability of this Agreement or the ability assets of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vii) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (D) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; (vii) No information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (viii) No consent, approval, authorization or order of any court or governmental agency or body is required for The Servicer covenants that its computer and other systems used in servicing the execution, delivery and performance by Mortgage Loans operate in a manner such that the Servicer of, or compliance by can service the Servicer with, this Agreement or Mortgage Loans in accordance with the consummation by it terms 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; (ix) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; (x) The Servicer has accurately and fully furnished reported, and will continue to accurately and fully furnishreport on a monthly basis, 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 (each of the “Credit Repositories”) three national credit repositories in a timely manner; and (x) 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 that are registered with MERS. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator 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 the Servicer. (a) The Servicer hereby represents, warrants and covenants to the Trust Administrator Master Servicer, the Securities Administrator, the Depositor and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, such Persons and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (i) The Servicer is a national banking association limited liability company duly formed, organized and validly existing and in good standing under the laws of the United States jurisdiction of America its formation, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the ServicerServicer in any state in which a Mortgaged Property related to a 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 Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) The Servicer 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. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the Trustee, the Depositor and the Trust Administratorother parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally, laws affecting the contract obligations of insured banks generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 (A) result in a breach of any term or provision of the charter of or by-laws of the Servicer 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 the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 the Servicer's ’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act and is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (v) The 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; (viv) No litigation is pending against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (viivi) There are no actions or proceedings against, or investigations known to it of, the Servicer 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 the Servicer of its obligations under, or the validity or enforceability of, this Agreement; (viiivii) 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 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; (ixviii) The Servicer 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 (the “Credit Repositories”) in on a timely manner; andmonthly basis; (xix) 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 that are registered with MERS. It is understood and agreed that ; and (x) The Servicer will not waive any Prepayment Charge other than in accordance with the representations, warranties and covenants standard set forth in this Section 2.05 shall survive delivery of the Mortgage Files 3.01. Notwithstanding anything to the Trustee or to contrary contained in this Agreement, if the related Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trust Administrator 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 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 and the Trust Administrator. Subject to Section 7.01, the obligation covenant of the Servicer set forth in Section 2.03(c2.05(x) to cure breaches shall constitute the sole remedies against above is breached, the Servicer available to will pay the Certificateholdersamount 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 Collection Account within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of such breach; provided, however, the DepositorServicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 2.05 if the Servicer did not have a copy of the related Mortgage Note, the Trust Administrator or the Trustee on behalf Servicer requested a copy of the Certificateholders respecting a breach same from the Custodian in accordance with the terms of the representationsCustodial Agreement and the Custodian failed to provide such a copy within the time frame set forth in the Custodial Agreement. Furthermore, warranties and covenants contained notwithstanding any other provisions of this Agreement, any payments made by the Servicer in respect of any waived Prepayment Charges pursuant to this Section 2.05paragraph shall be deemed to be paid outside of the Trust Fund.