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

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the creditors' rights generally or creditors of creditors national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby makes the following representations and warranties to the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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 amended and restated article of association or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. . (b) The representations and warranties made pursuant to this Section 2.03 4.05 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the creditors' rights generally or creditors of creditors national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans and the TrusteeNoteholders, and to the Depositor, that as of the Closing DateDate or as of such date specifically provided herein: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal 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 licensed, qualified and in good standing in each of the states where a 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 conduct business of the type conducted by the Servicer. 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 perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) and 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; this Agreement and all documents and instruments contemplated hereby which are executed and delivered by the Servicer, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidationreorganization, receivership, moratorium, reorganization moratorium or other similar laws affecting the enforcement of the creditors’ rights of creditors generally; and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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 certificate of formation or by-laws limited liability company agreement of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of 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 any 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 and the performance and compliance with its obligations and covenants hereunder do not require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained; (iv) [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 contained in this Agreement; (vi) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicerits knowledge, threatened against the Servicer whichthat, either individually or in the aggregate, would (A) may result in any material adverse change in the business, operations, financial condition, properties or assets of the ServicerServicer that might prohibit or materially and adversely affect the performance by 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 conducted, or which (C) would draw into question the validity or enforceability of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which (D) would otherwise be likely to impair materially impair 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 Indenture Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact; (viii) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and (ix) The Servicer has accurately and fully reported, and will continue to accurately and fully report on a monthly basis, its borrower credit files for the Mortgage Loans to each of the three national credit repositories in a timely manner. The foregoing representations and warranties made pursuant to shall survive any termination of the Servicer hereunder. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.03 2.05 shall survive delivery of the respective Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Indenture Trustee, the Depositor, the Noteholders and the Holders of the Certificates. Upon discovery by any of the Depositor, the 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, Prepayment Charge or the interests therein of the Noteholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Servicer and the Indenture Trustee. 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(viii) above which materially and adversely affects the 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 CertificateholdersHolders of the Owner Trust Certificates, by depositing such amount into the Collection Account. The foregoing shall not, however, limit any remedies available to the Noteholders, the Holders of the Certificates, the Depositor or the Indenture Trustee on behalf of the Noteholders and, pursuant to the Master Agreement respecting a breach of the representations, warranties and covenants of the Originator.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor Indenture Trustee, the Seller, the Sponsor, the Trust and the Trustee, Noteholders as of the Closing DateDate and during the term of this Agreement that: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States its state of America incorporation and has all licenses necessary the power to carry on own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as now being conducted a foreign corporation and is licensed, qualified and in good standing in each jurisdiction in which the character of the states where business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a Mortgaged Property is located if material adverse effect on the laws of such state require licensing business, properties, assets, or qualification in order to conduct business condition (financial or other) of the type conducted by Servicer or the Servicer. performance of its obligations hereunder. (b) The Servicer has the power and authority to execute make, execute, deliver and deliver perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties heretohereto constitutes, evidences or will constitute, the validlegal, valid and binding and enforceable obligation of the Servicer, subject to applicable law enforceable in accordance with its terms, except as enforceability enforcement of such terms may be limited by (A) bankruptcy, insolvency, liquidationreorganization, receivership, moratorium, reorganization moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally, and by general equity principles (B) general principles regardless of equity, whether such enforcement is sought considered in a proceeding in equity or at law. 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). (iic) No The Servicer is not required to obtain the consent of any other party or any consent, approvallicense, approval or authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or bodyfrom, or federal registration or state regulatory authority having jurisdiction over declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the Servicer is required orexecution, if requireddelivery, performance, validity or enforceability of this Agreement, except such consent, approval, authorization or order has as have been or will, obtained prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of this Agreement by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the Servicer, or constitute a 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 ofmortgage, or conflict with or constitute a default under or result in the acceleration of any obligation underindenture, any agreement, indenture or loan or credit agreement contract or other instrument Agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or its property is subjectit may be bound. (ive) There Except as set forth in the Prospectus Supplement under the heading “Risk Factors,” there is no action, suit, proceeding or investigation pending or, or to the best Servicer’s knowledge of the Servicer, threatened against the Servicer which, either individually in any one instance or in the aggregate, would is, in the Servicer’s judgment, likely to result in any material adverse change in the business, operations, financial condition, properties 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 conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement Agreement, the Notes, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Servicer to perform under its obligations hereunder. (f) Neither this Agreement nor any statement, report, or other document furnished by the terms of this Agreement. The representations and warranties made Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue material statement of fact provided by or on behalf of the Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading. (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (h) The Servicer is not an “investment company” or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended. (i) The Servicer shall take all necessary steps to maintain the Indenture Trustee’s perfection and priority in the Mortgage Loans. (j) The Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis. (k) 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 2.03 3.01 shall survive the delivery of the respective Indenture Trustee’s Mortgage Files to the Indenture Trustee for and inure to the benefit of the CertificateholdersIndenture Trustee.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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 amended and restated article of association or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. . (b) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. (v) The Servicer has modified its computer and other systems used in servicing the Mortgage Loans to operate in a manner such that, after January 1, 2000, the Servicer can service the Mortgage Loans in accordance with the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor Indenture Trustee, the Depositor, the Sponsor, the Issuer, the Swap Provider and the Trustee, Noteholders as of the Closing DateDate and during the term of this Agreement that: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States its state of America incorporation and has all licenses necessary the power to carry on own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as now being conducted a foreign corporation and is licensed, qualified and in good standing in each jurisdiction in which the character of the states where business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a Mortgaged Property is located if material adverse effect on the laws of such state require licensing business, properties, assets, or qualification in order to conduct business condition (financial or other) of the type conducted by Servicer or the Servicer. performance of its obligations hereunder. (b) The Servicer has the power and authority to execute make, execute, deliver and deliver perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties heretohereto constitutes, evidences or will constitute, the validlegal, valid and binding and enforceable obligation of the Servicer, subject to applicable law enforceable in accordance with its terms, except as enforceability enforcement of such terms may be limited by (A) bankruptcy, insolvency, liquidationreorganization, receivership, moratorium, reorganization moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally, and by general equity principles (B) general principles regardless of equity, whether such enforcement is sought considered in a proceeding in equity or at law. 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). (iic) No The Servicer is not required to obtain the consent of any other party or any consent, approvallicense, approval or authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or bodyfrom, or federal registration or state regulatory authority having jurisdiction over declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the Servicer is required orexecution, if requireddelivery, performance, validity or enforceability of this Agreement, except such consent, approval, authorization or order has as have been or will, obtained prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of this Agreement by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the Servicer, or constitute a 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 ofmortgage, or conflict with or constitute a default under or result in the acceleration of any obligation underindenture, any agreement, indenture or loan or credit agreement contract or other instrument Agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or its property is subjectit may be bound. (ive) There Except as set forth in the Prospectus Supplement under the heading “Risk Factors,” there is no action, suit, proceeding or investigation pending or, or to the best Servicer’s knowledge of the Servicer, threatened against the Servicer which, either individually in any one instance or in the aggregate, would is, in the Servicer’s judgment, likely to result in any material adverse change in the business, operations, financial condition, properties 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 conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement Agreement, the Notes, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Servicer to perform under its obligations hereunder. (f) Neither this Agreement nor any statement, report, or other document furnished by the terms of this Agreement. The representations and warranties made Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue material statement of fact provided by or on behalf of the Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading. (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (h) The Servicer is not an “investment company” or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended. (i) The Servicer shall take all necessary steps to maintain the Indenture Trustee’s perfection and priority in the Mortgage Loans. (j) The Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis. (k) 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 2.03 3.01 shall survive the delivery of the respective Indenture Trustee’s Mortgage Files to the Indenture Trustee for and inure to the benefit of the CertificateholdersIndenture Trustee.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor Depositor, the Securities Administrator and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the creditors' rights generally or creditors of creditors national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian on behalf of the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor Indenture Trustee, the Depositor, the Sponsor, the Issuing Entity, the Note Insurer and the Trustee, Noteholders as of the Closing DateDate and during the term of this Agreement that: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States its state of America incorporation and has all licenses necessary the power to carry on own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as now being conducted a foreign corporation and is licensed, qualified and in good standing in each jurisdiction in which the character of the states where business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a Mortgaged Property is located if material adverse effect on the laws of such state require licensing business, properties, assets, or qualification in order to conduct business condition (financial or other) of the type conducted by Servicer or the Servicer. performance of its obligations hereunder. (b) The Servicer has the power and authority to execute make, execute, deliver and deliver perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties heretohereto constitutes, evidences or will constitute, the validlegal, valid and binding and enforceable obligation of the Servicer, subject to applicable law enforceable in accordance with its terms, except as enforceability enforcement of such terms may be limited by (A) bankruptcy, insolvency, liquidationreorganization, receivership, moratorium, reorganization moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally, and by general equity principles (B) general principles regardless of equity, whether such enforcement is sought considered in a proceeding in equity or at law. 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). (iic) No The Servicer is not required to obtain the consent of any other party or any consent, approvallicense, approval or authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or bodyfrom, or federal registration or state regulatory authority having jurisdiction over declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the Servicer is required orexecution, if requireddelivery, performance, validity or enforceability of this Agreement, except such consent, approval, authorization or order has as have been or will, obtained prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of this Agreement by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the Servicer, or constitute a 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 ofmortgage, or conflict with or constitute a default under or result in the acceleration of any obligation underindenture, any agreement, indenture or loan or credit agreement contract or other instrument Agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or its property is subjectit may be bound. (ive) There Except as set forth in the Prospectus Supplement under the heading “Risk Factors,” there is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, or threatened against the Servicer which, either individually in any one instance or in the aggregate, would is, in the Servicer’s judgment, likely to result in any material adverse change in the business, operations, financial condition, properties 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 conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement Agreement, the Notes, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Servicer to perform under its obligations hereunder. (f) Neither this Agreement nor any statement, report, or other document furnished by the terms of this Agreement. The representations and warranties made Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue material statement of fact provided by or on behalf of the Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading. (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (h) The Servicer is not an “investment company” or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended. (i) The Servicer shall take all necessary steps to maintain the Indenture Trustee’s perfection and priority in the Mortgage Loans. (j) The Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis. (k) 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 2.03 3.01 shall survive the delivery of the respective Indenture Trustee’s Mortgage Files to the Indenture Trustee for and inure to the benefit of the CertificateholdersIndenture Trustee.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor Indenture Trustee, the Depositor, the Sponsor, the Issuing Entity, the Swap Provider and the Trustee, Noteholders as of the Closing DateDate and during the term of this Agreement that: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States its state of America incorporation and has all licenses necessary the power to carry on own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as now being conducted a foreign corporation and is licensed, qualified and in good standing in each jurisdiction in which the character of the states where business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a Mortgaged Property is located if material adverse effect on the laws of such state require licensing business, properties, assets, or qualification in order to conduct business condition (financial or other) of the type conducted by Servicer or the Servicer. performance of its obligations hereunder. (b) The Servicer has the power and authority to execute make, execute, deliver and deliver perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties heretohereto constitutes, evidences or will constitute, the validlegal, valid and binding and enforceable obligation of the Servicer, subject to applicable law enforceable in accordance with its terms, except as enforceability enforcement of such terms may be limited by (A) bankruptcy, insolvency, liquidationreorganization, receivership, moratorium, reorganization moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally, and by general equity principles (B) general principles regardless of equity, whether such enforcement is sought considered in a proceeding in equity or at law. 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). (iic) No The Servicer is not required to obtain the consent of any other party or any consent, approvallicense, approval or authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or bodyfrom, or federal registration or state regulatory authority having jurisdiction over declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the Servicer is required orexecution, if requireddelivery, performance, validity or enforceability of this Agreement, except such consent, approval, authorization or order has as have been or will, obtained prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of this Agreement by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the Servicer, or constitute a 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 ofmortgage, or conflict with or constitute a default under or result in the acceleration of any obligation underindenture, any agreement, indenture or loan or credit agreement contract or other instrument Agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or its property is subjectit may be bound. (ive) There Except as set forth in the Prospectus Supplement under the heading “Risk Factors,” there is no action, suit, proceeding or investigation pending or, or to the best Servicer’s knowledge of the Servicer, threatened against the Servicer which, either individually in any one instance or in the aggregate, would is, in the Servicer’s judgment, likely to result in any material adverse change in the business, operations, financial condition, properties 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 conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement Agreement, the Notes, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Servicer to perform under its obligations hereunder. (f) Neither this Agreement nor any statement, report, or other document furnished by the terms of this Agreement. The representations and warranties made Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue material statement of fact provided by or on behalf of the Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading. (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (h) The Servicer is not an “investment company” or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended. (i) The Servicer shall take all necessary steps to maintain the Indenture Trustee’s perfection and priority in the Mortgage Loans. (j) The Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis. (k) 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 2.03 3.01 shall survive the delivery of the respective Indenture Trustee’s Mortgage Files to the Indenture Trustee for and inure to the benefit of the CertificateholdersIndenture Trustee.

Representations, Warranties and Covenants of the Servicer. (a) The Servicer hereby makes the following representations and warranties to the Depositor Depositor, the Securities Administrator and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws administered by the FDIC affecting the enforcement contract obligations of the rights of creditors insured banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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 amended and restated article of association or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. . (b) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee (or a Custodian on its behalf) for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and covenants with the Trustee, the Certificateholders, the Depositor, the Seller and the Certificate Insurer that as of the Closing DateDate or as of such date specifically provided herein: (i) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States State of America and has all licenses necessary to carry on its business as now being conducted and Delaware. The Servicer is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if compliance with the laws of such each state require licensing or qualification in order which it is acting as Servicer with respect to conduct business of a Mortgage Loan to the type conducted by extent necessary to perform all servicing obligations with respect to the Servicerrelated Mortgaged Property hereunder. The Servicer has the power and authority to execute and deliver this Agreement and to perform its obligations in accordance herewith; the . The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorizedauthorized by all necessary corporate action. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, valid and binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon enforceable against the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior subject to the Closing Dateeffect of bankruptcy, be obtained. (iii) insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and hereby will not result in the breach of any term terms or provision provisions of the charter articles of incorporation or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.; (ivii) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency, that are necessary in connection with the execution and delivery by the Servicer of this Agreement, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings (administrative, judicial or otherwise) with respect to which the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement on the part of the Servicer and the performance by the Servicer of its obligations under this Agreement; (iii) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthat, either individually in any one instance or in the aggregate, would should reasonably be expected to result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, Servicer or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which in any material liability on the part of the Servicer or that would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially that should be reasonably expected to impair the ability of the Servicer to perform under the terms of this Agreement. ; (iv) The representations Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default should reasonably be expected to have consequences that would materially and warranties made pursuant to this Section 2.03 shall survive delivery adversely affect the condition (financial or other) or operations of the respective Mortgage Files Servicer or its properties or to have consequences that should reasonably be expected to adversely affect its performance hereunder; (v) The collection practices used by the Servicer are in all material respects legal and customary in the mortgage loan servicing business for comparable mortgage loans; (vi) 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 Trustee for extent that the benefit enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally or the collectability thereof may be limited due to acceleration in connection with a foreclosure) under applicable law; and (vii) The Servicer will waive a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and (ii) either (A) such waiver would, in the reasonable judgment of the CertificateholdersServicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default or (B) such waiver is made in connection with a refinancing of the related Mortgage Loan unrelated to a default or a reasonably foreseeable default where (x) the related mortgagor has stated to the Servicer or an applicable subservicer an intention to refinance the related Mortgage Loan and (y) the Servicer has concluded in its reasonable judgment that the waiver of such Prepayment Charge would induce such mortgagor to refinance with the Servicer.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes represents and warrants to, and covenants with, the following representations and warranties to the Depositor Mortgage Lender and the Trustee, as of the Closing DateCommission that: (ia) The Servicer is a national banking association public corporation and instrumentality of the State of Alabama, is duly organized, validly existing, existing and in good standing under the federal laws of the United States State of America and has all licenses necessary to carry on its business as now being conducted and AlabamaThe Servicer is licenseda Delaware limited liability company, is duly qualified and in good standing to transact business in each the state of Washington, and either possesses (or has received a written waiver of) all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by the Program Documents and to execute, deliver and comply with its obligations under the terms of the states where a Mortgaged Property is located if Program Documents, the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power execution and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement which have been duly authorized by all necessary corporate action. G:\FLP\ORIGINATION AGREEMENT 2011-WSHFC-AHFA.doc 13 (including all instruments b) The execution and delivery of transfer to be delivered pursuant to this Agreement) the Program Documents by the Servicer in the manner contemplated therein and the consummation performance and compliance with the terms thereof by it will not 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 transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by terms of the other parties hereto, evidences the valid, binding and enforceable obligation of Program Documents applicable to the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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 constitute a material default (or an event which, with notice or lapse of any term time, or provision of the charter or by-laws of the Servicer both, would constitute a material default) under, or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation undermaterial contract, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer is a party or which may be applicable to it or any of its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subjectassets. (ivc) There The execution and delivery of the Program Documents by the Servicer in the manner contemplated therein and the performance and compliance with the terms thereof by it do not require the consent or approval of any governmental authority, or if such consent or approval is no actionrequired, suitit has been obtained. (d) This Agreement, proceeding or investigation pending orand all documents and instruments contemplated hereby, to which are executed and delivered by the best knowledge Servicer, will constitute valid, legal and binding obligations of the Servicer, threatened against enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (e) The Servicer whichis a Xxxxxx Xxx-approved seller/servicer and, either individually or in a Freddie Mac-approved seller/servicer and a Xxxxxx Xxx-approved issuer-servicer of FHA Insured, HUD Guaranteed and VA Guaranteed mortgage loans and an authorized issuer of Xxxxxx Xxx Certificates and deliverer of Xxxxxx Xxx Certificates and will remain so approved for the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms term of this Agreement. The representations Servicer is not party to a Freddie Mac Pool Purchase Contract, is not a Freddie Mac-approved seller/servicer and warranties made pursuant is not an authorized issuer of Freddie Mac Certificates, and the Servicer has no current plans to enter into a Freddie Mac Pool Purchase Contract or to become a Freddie Mac-approved seller/servicer or an authorized issuer of Freddie Mac CertificatesFreddie Mac Certificates and will remain so approved for the term of this Section 2.03 shall survive delivery Agreement. (f) With respect to 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 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, and (iii) as to each FHA Insured, HUD Guaranteed or VA Guaranteed Mortgage Loan, with the provisions of the respective Xxxxxx Xxx Guide and all other applicable rules, regulations, policies and guidelines of Xxxxxx Xxx; (iv) as to each RD Guaranteed Mortgage Files Loan, with the applicable rules, regulations, policies and guidelines of RD; and (v) as to each Conventional Mortgage Loan, with the requirements of the PMI Insurer, if applicable, with the provisions of the Pool Purchase Contract, the Xxxxxx Xxx Selling and Servicing Guide or Xxxxxxx Xxx Xxxxxxx and Servicing Guide and all applicable rules and guidelines of Xxxxxx Xxx, Xxxxxx Xxx or Freddie Mac, as applicable. (g) With respect to its duties hereunder, the Servicer will comply with the applicable non- discrimination provisions of the Civil Rights Act of 1964, the regulations promulgated thereunder, and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965. (h) From time to time upon written request, the Servicer will report to the Trustee for Mortgage Lender, the benefit of Commission and the Certificateholders.Trustee, as more fully set forth in this Agreement, information relating to the Mortgage Loans, and will perform its duties under this Agreement. G:\FLP\ORIGINATION AGREEMENT 2011-WSHFC-AHFA.doc 14

Representations, Warranties and Covenants of the Servicer. The Servicer (a) GreenPoint hereby makes the following representations and warranties to the Depositor Depositor, the NIMS Insurer and the Trustee, as of the Closing Date: (i) The Servicer GreenPoint is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States State of America New York and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by GreenPoint, and in any event GreenPoint is in compliance with the Servicer. The Servicer laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement; GreenPoint has the full corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer GreenPoint and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, ; this Agreement evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors GreenPoint; and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All all requisite corporate action has been taken by the Servicer GreenPoint to make this Agreement valid and binding upon the Servicer GreenPoint in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of GreenPoint. (iii) Neither the Servicer execution and delivery of this Agreement or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will not conflict with or result in the a breach of any term or provision of the charter terms, articles of incorporation or by-laws of the Servicer or result in the breach of any term legal restriction or provision ofany agreement or instrument to which GreenPoint is now a party or by which it is bound, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer GreenPoint or its property is subject, or impair the value of the Mortgage Loans. (iv) GreenPoint 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. GreenPoint is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act and is in good standing to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac, and no event has occurred, including bxx xxx limited xx x xhange in insurance coverage, which would make GreenPoint unable to comply with Fannie Mae or Freddie Mac eligibility requirements or which would xxxxxre notifxxxxxxx to either Fannie Mae or Freddie Mac. (v) GreenPoint does not believe, xxx does it xxxx xxy reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (vi) There is no action, suit, proceeding or investigation pending or, or to the best its knowledge of the Servicer, threatened against the Servicer GreenPoint which, either individually in any one instance or in the aggregate, would may result in any material adverse change in the business, operations, financial condition, properties or assets of the ServicerGreenPoint, or in any material impairment of the right or ability of the Servicer GreenPoint to carry on its business substantially as now conducted conducted, or in any material liability on the part of GreenPoint, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially impair the ability of the Servicer GreenPoint to perform under the terms of this Agreement. (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by GreenPoint of or compliance by GreenPoint with this Agreement as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date. (viii) Neither this Agreement nor any statement, report or other document prepared and furnished by or on behalf of GreenPoint or to be prepared and furnished by or on behalf of GreenPoint pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue material statement of fact or omits to state a material fact necessary to make the statements contained therein not misleading. (ix) There has been no material adverse change in the business, operations, financial condition or assets of GreenPoint since the date of GreenPoint's most recent financial statements. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee Trustee, or the Custodian on behalf of the Trustee, for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (ia) The Servicer is a national banking association corporation duly organized, validly existing, and in good standing under the federal laws of the United States of America South Carolina and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (Ai) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (Bii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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. (iib) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiic) 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, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor Indenture Trustee, the Depositor, the Sponsor, the Issuing Entity, the Hedge Providers and the Trustee, Noteholders as of the Closing DateDate and during the term of this Agreement that: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States its state of America incorporation and has all licenses necessary the power to carry on own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as now being conducted a foreign corporation and is licensed, qualified and in good standing in each jurisdiction in which the character of the states where business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a Mortgaged Property is located if material adverse effect on the laws of such state require licensing business, properties, assets, or qualification in order to conduct business condition (financial or other) of the type conducted by Servicer or the Servicer. performance of its obligations hereunder. (b) The Servicer has the power and authority to execute make, execute, deliver and deliver perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties heretohereto constitutes, evidences or will constitute, the validlegal, valid and binding and enforceable obligation of the Servicer, subject to applicable law enforceable in accordance with its terms, except as enforceability enforcement of such terms may be limited by (A) bankruptcy, insolvency, liquidationreorganization, receivership, moratorium, reorganization moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally, and by general equity principles (B) general principles regardless of equity, whether such enforcement is sought considered in a proceeding in equity or at law. 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). (iic) No The Servicer is not required to obtain the consent of any other party or any consent, approvallicense, approval or authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or bodyfrom, or federal registration or state regulatory authority having jurisdiction over declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the Servicer is required orexecution, if requireddelivery, performance, validity or enforceability of this Agreement, except such consent, approval, authorization or order has as have been or will, obtained prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of this Agreement by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the Servicer, or constitute a 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 ofmortgage, or conflict with or constitute a default under or result in the acceleration of any obligation underindenture, any agreement, indenture or loan or credit agreement contract or other instrument Agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or its property is subjectit may be bound. (ive) There Except as set forth in the Prospectus Supplement under the heading “Risk Factors,” there is no action, suit, proceeding or investigation pending or, or to the best Servicer’s knowledge of the Servicer, threatened against the Servicer which, either individually in any one instance or in the aggregate, would is, in the Servicer’s judgment, likely to result in any material adverse change in the business, operations, financial condition, properties 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 conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement Agreement, the Notes, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Servicer to perform under its obligations hereunder. (f) Neither this Agreement nor any statement, report, or other document furnished by the terms of this Agreement. The representations and warranties made Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue material statement of fact provided by or on behalf of the Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading. (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (h) The Servicer is not an “investment company” or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended. (i) The Servicer shall take all necessary steps to maintain the Indenture Trustee’s perfection and priority in the Mortgage Loans. (j) The Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis. (k) 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 2.03 3.01 shall survive the delivery of the respective Indenture Trustee’s Mortgage Files to the Indenture Trustee for and inure to the benefit of the CertificateholdersIndenture Trustee.

Representations, Warranties and Covenants of the Servicer. (i) The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: : (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor Depositor, the Securities Administrator and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States State of America California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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 articles of incorporation or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Owner Mortgage Files (or Retained Mortgage Files, if applicable) to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor Seller, all of which representations, warranties and covenants are true, complete and correct in all respects as of the Trusteedate hereof, to the best of the Servicer's knowledge and belief and as of the Closing Date, as follows: (i) The A. Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America and has all licenses necessary its incorporation. Servicer is duly qualified to carry on its do business as it is now being conducted and is licensed, qualified and in good standing as a foreign corporation in each other jurisdiction where the property owned, leased or used by it or the conduct of the states where a Mortgaged Property is located if the laws of its business makes such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The necessary. B. Servicer has full power and authority to execute enter into and deliver perform this Agreement and all action necessary to perform in accordance herewith; authorize the execution, execution and delivery and performance of this Agreement (including all instruments and the performance by Servicer of transfer to be delivered pursuant to this Agreement) its obligations hereunder has been duly taken. This Agreement has been duly executed by the Servicer and constitutes the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreementlegal, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the enforceable against Servicer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, or by general principles of equity. (ii) C. No consentauthorization, approvalconsent or approval of, authorization notice to, or order filing with, any public body or governmental authority or any other Person or entity is required for necessary in connection with the transactions contemplated execution and delivery by Servicer of this Agreement from or the performance by Servicer of its obligations hereunder, except for notices expressly provided in this Agreement. D. The execution and delivery of this Agreement and the performance of its obligations hereunder by Servicer will not, to the best of its knowledge, conflict with any court, governmental agency provision of any law or body, or federal or state regulatory authority having jurisdiction over the regulation to which Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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 ofsubject, or conflict with with, result in a breach of or constitute a default under any of the terms, conditions or result in the acceleration provisions of this Agreement, or any obligation under, any agreement, indenture or loan or credit other agreement or other instrument to which the Servicer is a party or its property by which it is subjectbound, including without limitation promissory notes, mortgages, security agreements, loan instruments, leases, covenants, conditions, easements, rights-of-way, franchises, permits, licenses, contracts and agreements, or any order or decree applicable to Servicer, or result in the violation creation or imposition of any law, rule, regulation, order, judgment lien on any of Servicer's assets or decree to which the Servicer or its property is subjectproperty. (iv) E. There is no action, suit, claim or proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer whichServicer, either individually whether at law or in equity, before any court or by or before any other governmental commission, board, bureau, agency or instrumentality that, if determined adversely to the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets interests 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair adversely affect the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made its duties or obligations incurred pursuant to this Section 2.03 Agreement. F. The Servicer agrees that in the event Servicer does choose to resell, transfer, assign or convey any interest in or pertaining to the Sold Tax Liens, any such further resale, transfer, assignment or conveyance shall survive delivery be in compliance with applicable laws and this Agreement. G. The Servicer's source of funds, if any, for financing the Transactions are lawful and exempt from the application of any civil forfeiture provision of any state or federal law with respect to funds derived from a criminal enterprise. H. No proceedings by or, to the knowledge of the respective Mortgage Files to Servicer, against the Trustee Servicer have been threatened or commenced in bankruptcy or for reorganization, liquidation or for readjustment of debts under the Bankruptcy Code or any other law, whether state or federal, nor has the Servicer made an assignment for the benefit of the Certificateholderscreditors, admitted in writing the inability to pay debts generally as they become due, or filed or had filed against it any action seeking an order appointing a trustee or receiver of all or a substantial part of the property of the Servicer. I. The Servicer is a duly organized and qualified Corporation and authorized to do business in the State. J. The Servicer has complied with all applicable laws in connection with the management and/or servicing of the Sold Tax Liens. K. For a period of seven years subsequent to the Closing Date, if the Servicer has actual knowledge of a breach of any of the representations and warranties made by the Servicer contained herein, the Servicer shall give prompt written notice of same to the Seller and the Purchaser. L. Servicer does not own any property in Cuyahoga County with delinquent taxes. M. Servicer agrees and warrants that it will comply with the requirements of the applicable provisions of the Ohio Revised Code in carrying out its rights and obligations under this Agreement.

Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor Depositor, the Securities Administrator and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association corporation duly organized, validly existing, and in good standing under the federal laws of the United States State of America California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. 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) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) 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 articles of incorporation or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of 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 any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.