Common use of Servicer Representations Warranties and Covenants Clause in Contracts

Servicer Representations Warranties and Covenants. The Servicer represents and warrants to, and covenants with, the Lender and the Corporation that: (a) The Servicer is a corporation, duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified and in good standing to transact business in the State, and possesses all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by this MRB Origination Agreement and the MRB Servicing Agreement and to execute, deliver and comply with its obligations under the terms of this MRB Origination Agreement and the MRB Servicing Agreement, the execution and delivery and performance of which have been duly authorized by all necessary corporate action. (b) The execution and delivery of this MRB Origination Agreement and the MRB Servicing Agreement by the Servicer in the manner contemplated herein and therein and the performance and compliance with the terms hereof and thereof by it will not violate (i) its certificate of incorporation or bylaws or similar organizational documents, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this MRB Origination Agreement or the MRB Servicing Agreement applicable to the Servicer, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to it or any of its assets. (c) The execution and delivery of this MRB Origination Agreement and the MRB Servicing Agreement by the Servicer in the manner contemplated herein and therein and the performance and compliance with the terms hereof and thereof by it do not require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained. (d) This MRB Origination Agreement and the MRB Servicing Agreement, and all documents and instruments contemplated hereby and thereby, which are executed and delivered by the Servicer, will constitute valid, legal and binding obligations of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (e) The Servicer is a Xxxxxx Mae-approved seller-servicer, Xxxxxx Xxx-approved issuer-servicer, Xxxxxxx Mac-approved issuer-servicer, FHA-approved mortgagee, USDA/RD-approved lender, VA-approved lender, and an authorized issuer of Xxxxxx Xxx Securities, seller of Xxxxxx Mae Securities, seller of Xxxxxxx Mac PCs and will remain so approved for the term of this MRB Origination Agreement and the MRB Servicing 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, (iii) as to each USDA/RD Mortgage Loan, with the Section 502 Guaranteed Single Family Rural Housing Loan Program of USDA/RD, as amended, all rules and regulations issued thereunder and all applicable administrative publications, (iv) as to each FHA Mortgage Loan, VA Mortgage Loan and USDA/RD Mortgage Loan, with the provisions of the Xxxxxx Mae Guide and all other applicable rules, regulations, policies and guidelines of Xxxxxx Xxx, and (v) as to each Conventional Mortgage Loan, with the provisions of the related Pool Purchase Contract, the Xxxxxx Mae and Xxxxxxx Mac Guides and all other applicable rules of Xxxxxx Mae and Xxxxxxx Mac. (g) The Servicer will comply with the 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) The Servicer will do every act and thing which may be necessary or reasonable required to perform its duties under this MRB Origination Agreement. (i) The Servicer agrees that so long as it shall continue to serve in the capacity contemplated under the terms of this MRB Origination Agreement and the MRB Servicing Agreement, it will remain in good standing under the laws of the state of its organization and qualified under the laws of the State to do business in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, however, that the Servicer may, without violating the covenant contained in this subsection, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall have a net worth as indicated by its most recent quarterly financial statement equal to or greater than the net worth of the Servicer as indicated by its most recent quarterly financial statement, shall be qualified under the laws of the State to do business in the State, shall be qualified under the laws and have necessary approvals required of the Servicer to perform the Servicers duties hereunder and under the MRB Servicing Agreement, and shall assume in writing all of the obligations of the Servicer hereunder, in which event the Corporation, shall release the Servicer in writing, concurrently with and contingent upon such assumption, from all obligations so assumed. No merger by or sale of the assets of the Servicer under this subsection shall occur without reasonable prior notice to the Corporation and the Trustee sufficient to allow the Corporation to present any objections to the proposed merger or sale of assets in writing to the Servicer, Xxxxxx Mae, Xxxxxx Xxx and Xxxxxxx Mac. Any entity into which, pursuant to the terms hereof, the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer shall be a party, pursuant to the terms hereof, or any entity succeeding to the business of the Servicer, pursuant to the terms hereof, shall be the successor of the Servicer hereunder without the execution or filing of any document or instrument, or any further act on the part of any of the parties hereto. The Servicer agrees to provide to the Corporation and the Trustee a certificate of an accountant and an opinion of counsel, acceptable to the Corporation, demonstrating that the requirements of this paragraph have been complied with. (j) No information or statement furnished in writing or report required hereunder or under the MRB Servicing Agreement delivered to the Lender, the Corporation or the Trustee will, to the knowledge of the Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, statements or report not misleading. (k) Neither the Servicer nor any "related person" as defined in Section 144(a)(3) of the Code shall acquire, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of Mortgage Loans to be acquired by the Servicer under the MRB Program. (l) The Servicer is familiar with all Xxxxxx Mae, Xxxxxx Xxx rules and Xxxxxxx Mac and regulations applicable to the MRB Program and shall use diligent, reasonable efforts to remain familiar with all Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Mac rules and regulations applicable to the origination and servicing of mortgage loans, including, but not limited to, any changes or proposed changes in the Xxxxxx Mae, Xxxxxx Xxx and Xxxxxxx Mac servicing rate, size of Pools or other features affecting the purchase of Mortgage Loans hereunder. (m) Each mortgage file relating to a Mortgage Loan shall be maintained by the Servicer for a minimum of three years from the date such Mortgage Loan is fully paid or otherwise terminated.

Servicer Representations Warranties and Covenants. The Initial Servicer represents and the Successor Servicer (collectively referred to in this Section 3.01 as "the Servicer") each hereby represents, warrants toand covenants to the Trustee, the Certificate Insurer the NIMS Insurer, each with respect to itself only, and covenants with, the Lender Certificateholders as of the Closing Date (in the case of the Initial Servicer) and as of the Corporation that:Servicing Transfer Date (in the case of the Successor Servicer); provided that only the Initial Servicer makes the representation and warranty in Section 3.01.A.(i): (a) Organization, Authorization; Enforceability. The Servicer is a corporation, duly organized, validly existing existing, and in good standing under the laws of the state of jurisdiction in which it was formed, and has all licenses necessary to carry on its organizationbusiness as it is now being conducted, and is duly licensed, qualified and in good standing to transact business in each Mortgaged Property State if the State, and possesses all requisite authority, power, licenses, permits and franchises laws of such state require licensing or qualification in order to conduct any business of the type conducted by the Servicer and all business contemplated by perform its obligations as Servicer hereunder; the Servicer has the power and authority to execute and deliver this MRB Origination Agreement and the MRB Servicing Agreement each Basic Document to which it is a party and to executeperform in accordance therewith; the execution, deliver and comply with its obligations under the terms of this MRB Origination Agreement and the MRB Servicing Agreement, the execution and delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered by the Initial Servicer pursuant to this Agreement and the Basic Documents to which it is a party) by the Servicer and the consummation of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action. (b) The execution and delivery ; each of this MRB Origination Agreement and the MRB Servicing Agreement Basic Documents to which it is a party is the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer in the manner contemplated herein to make this Agreement and therein and the performance and compliance with the terms hereof and thereof by it will not violate (i) its certificate of incorporation or bylaws or similar organizational documents, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this MRB Origination Agreement or the MRB Servicing Agreement applicable to the Servicer, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument each Basic Document to which the Servicer it is a party or which may be applicable to it or any of its assets. (c) The execution valid, binding and delivery of this MRB Origination Agreement and the MRB Servicing Agreement by enforceable upon the Servicer in the manner contemplated herein and therein and the performance and compliance with the terms hereof and thereof by it do not require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained. (d) This MRB Origination Agreement and the MRB Servicing Agreement, and all documents and instruments contemplated hereby and thereby, which are executed and delivered by the Servicer, will constitute valid, legal and binding obligations of the Servicer, enforceable in accordance with their respective its terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (e) The Servicer is a Xxxxxx Mae-approved seller-servicer, Xxxxxx Xxx-approved issuer-servicer, Xxxxxxx Mac-approved issuer-servicer, FHA-approved mortgagee, USDA/RD-approved lender, VA-approved lender, and an authorized issuer of Xxxxxx Xxx Securities, seller of Xxxxxx Mae Securities, seller of Xxxxxxx Mac PCs and will remain so approved for the term of this MRB Origination Agreement and the MRB Servicing Agreement. (f) With respect subject to the servicing effect of Mortgage Loansbankruptcy, the Servicer will complyinsolvency, (i) as to each FHA Mortgage Loanreorganization, with the National Housing Act of 1934moratorium and other, 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, (iii) as to each USDA/RD Mortgage Loan, with the Section 502 Guaranteed Single Family Rural Housing Loan Program of USDA/RD, as amended, all rules and regulations issued thereunder and all applicable administrative publications, (iv) as to each FHA Mortgage Loan, VA Mortgage Loan and USDA/RD Mortgage Loan, with the provisions of the Xxxxxx Mae Guide and all other applicable rules, regulations, policies and guidelines of Xxxxxx Xxx, and (v) as to each Conventional Mortgage Loan, with the provisions of the related Pool Purchase Contract, the Xxxxxx Mae and Xxxxxxx Mac Guides and all other applicable rules of Xxxxxx Mae and Xxxxxxx Mac. (g) The Servicer will comply with the 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) The Servicer will do every act and thing which may be necessary or reasonable required to perform its duties under this MRB Origination Agreement. (i) The Servicer agrees that so long as it shall continue to serve in the capacity contemplated under the terms of this MRB Origination Agreement and the MRB Servicing Agreement, it will remain in good standing under the similar laws of the state of its organization and qualified under the laws of the State to do business in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, however, that the Servicer may, without violating the covenant contained in this subsection, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall have a net worth as indicated by its most recent quarterly financial statement equal relating to or greater than the net worth of the Servicer as indicated by its most recent quarterly financial statement, shall be qualified under the laws of the State to do business in the State, shall be qualified under the laws and have necessary approvals required of the Servicer to perform the Servicers duties hereunder and under the MRB Servicing Agreement, and shall assume in writing all of the obligations of the Servicer hereunder, in which event the Corporation, shall release the Servicer in writing, concurrently with and contingent upon such assumption, from all obligations so assumed. No merger by or sale of the assets of the Servicer under this subsection shall occur without reasonable prior notice to the Corporation and the Trustee sufficient to allow the Corporation to present any objections to the proposed merger or sale of assets in writing to the Servicer, Xxxxxx Mae, Xxxxxx Xxx and Xxxxxxx Mac. Any entity into which, pursuant to the terms hereof, the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer shall be a party, pursuant to the terms hereof, or any entity succeeding to the business of the Servicer, pursuant to the terms hereof, shall be the successor of the Servicer hereunder without the execution or filing of any document or instrument, or any further act on the part of any of the parties hereto. The Servicer agrees to provide to the Corporation and the Trustee a certificate of an accountant and an opinion of counsel, acceptable to the Corporation, demonstrating that the requirements of this paragraph have been complied with. (j) No information or statement furnished in writing or report required hereunder or under the MRB Servicing Agreement delivered to the Lender, the Corporation affecting creditors' rights generally or the Trustee willapplication of equitable principles in any proceeding, to the knowledge of the Servicer, contain any untrue statement of a material fact whether at law or omit a material fact necessary to make the information, statements or report not misleadingin equity. (k) Neither the Servicer nor any "related person" as defined in Section 144(a)(3) of the Code shall acquire, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of Mortgage Loans to be acquired by the Servicer under the MRB Program. (l) The Servicer is familiar with all Xxxxxx Mae, Xxxxxx Xxx rules and Xxxxxxx Mac and regulations applicable to the MRB Program and shall use diligent, reasonable efforts to remain familiar with all Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Mac rules and regulations applicable to the origination and servicing of mortgage loans, including, but not limited to, any changes or proposed changes in the Xxxxxx Mae, Xxxxxx Xxx and Xxxxxxx Mac servicing rate, size of Pools or other features affecting the purchase of Mortgage Loans hereunder. (m) Each mortgage file relating to a Mortgage Loan shall be maintained by the Servicer for a minimum of three years from the date such Mortgage Loan is fully paid or otherwise terminated.

Servicer Representations Warranties and Covenants. The Servicer represents and warrants to, and covenants with, the Lender and the Corporation that: (a) The Servicer is a corporation, duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified and in good standing to transact business in the State, and possesses all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by this MRB Smart6 Origination Agreement and the MRB Servicing Agreement and to execute, deliver and comply with its obligations under the terms of this MRB Smart6 Origination Agreement and the MRB Servicing Agreement, the execution and delivery and performance of which have been duly authorized by all necessary corporate action. (b) The execution and delivery of this MRB Smart6 Origination Agreement and the MRB Servicing Agreement by the Servicer in the manner contemplated herein and therein and the performance and compliance with the terms hereof and thereof by it will not violate (i) its certificate of incorporation or bylaws or similar organizational documents, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this MRB Smart6 Origination Agreement or the MRB Servicing Agreement applicable to the Servicer, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to it or any of its assets. (c) The execution and delivery of this MRB Smart6 Origination Agreement and the MRB Servicing Agreement by the Servicer in the manner contemplated herein and therein and the performance and compliance with the terms hereof and thereof by it do not require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained. (d) This MRB Smart6 Origination Agreement and the MRB Servicing Agreement, and all documents and instruments contemplated hereby and thereby, which are executed and delivered by the Servicer, will constitute valid, legal and binding obligations of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (e) The Servicer is a Xxxxxx MaeXxx-approved seller-servicer, Xxxxxx Xxx-approved issuer-servicer, Xxxxxxx Freddie Mac-approved issuer-servicer, FHA-approved mortgagee, USDA/RD-RD- approved lender, VA-approved lender, and an authorized issuer of Xxxxxx Xxx Securities, seller of Xxxxxx Mae Xxx Securities, seller of Xxxxxxx Freddie Mac PCs and will remain so approved for the term of this MRB Smart6 Origination Agreement and the MRB Servicing 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, (iii) as to each USDA/RD Mortgage Loan, with the Section 502 Guaranteed Single Family Rural Housing Loan Program of USDA/RD, as amended, all rules and regulations issued thereunder and all applicable administrative publications, (iv) as to each FHA Mortgage Loan, VA Mortgage Loan and USDA/RD Mortgage Loan, with the provisions of the Xxxxxx Mae Xxx Guide and all other applicable rules, regulations, policies and guidelines of Xxxxxx Xxx, and (v) as to each Conventional Mortgage Loan, with the provisions of the related Pool Purchase Contract, the Xxxxxx Mae Xxx and Xxxxxxx Freddie Mac Guides and all other applicable rules of Xxxxxx Mae Xxx and Xxxxxxx Freddie Mac. (g) The Servicer will comply with the 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) The Servicer will do every act and thing which may be necessary or reasonable required to perform its duties under this MRB Smart6 Origination Agreement. (i) The Servicer agrees that so long as it shall continue to serve in the capacity contemplated under the terms of this MRB Smart6 Origination Agreement and the MRB Servicing Agreement, it will remain in good standing under the laws of the state of its organization and qualified under the laws of the State to do business in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, however, that the Servicer may, without violating the covenant contained in this subsection, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall have a net worth as indicated by its most recent quarterly financial statement equal to or greater than the net worth of the Servicer as indicated by its most recent quarterly financial statement, shall be qualified under the laws of the State to do business in the State, shall be qualified under the laws and have necessary approvals required of the Servicer to perform the Servicers duties hereunder and under the MRB Servicing Agreement, and shall assume in writing all of the obligations of the Servicer hereunder, in which event the Corporation, shall release the Servicer in writing, concurrently with and contingent upon such assumption, from all obligations so assumed. No merger by or sale of the assets of the Servicer under this subsection shall occur without reasonable prior notice to the Corporation and the Trustee sufficient to allow the Corporation to present any objections to the proposed merger or sale of assets in writing to the Servicer, Xxxxxx MaeXxx, Xxxxxx Xxx and Xxxxxxx Freddie Mac. Any entity into which, pursuant to the terms hereof, the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer shall be a party, pursuant to the terms hereof, or any entity succeeding to the business of the Servicer, pursuant to the terms hereof, shall be the successor of the Servicer hereunder without the execution or filing of any document or instrument, or any further act on the part of any of the parties hereto. The Servicer agrees to provide to the Corporation and the Trustee a certificate of an accountant and an opinion of counsel, acceptable to the Corporation, demonstrating that the requirements of this paragraph have been complied with. (j) No information or statement furnished in writing or report required hereunder or under the MRB Servicing Agreement delivered to the Lender, the Corporation or the Trustee will, to the knowledge of the Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, statements or report not misleading. (k) Neither the Servicer nor any "related person" as defined in Section 144(a)(3) of the Code shall acquire, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of Mortgage Loans to be acquired by the Servicer under the MRB Program. (l) The Servicer is familiar with all Xxxxxx MaeXxx, Xxxxxx Xxx rules and Xxxxxxx Freddie Mac and regulations applicable to the MRB Smart6 Mortgage Program and shall use diligent, reasonable efforts to remain familiar with all Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Freddie Mac rules and regulations applicable to the origination and servicing of mortgage loans, including, but not limited to, any changes or proposed changes in the Xxxxxx MaeXxx, Xxxxxx Xxx and Xxxxxxx Freddie Mac servicing rate, size of Pools or other features affecting the purchase of Mortgage Loans hereunder. (ml) Each mortgage file relating to a Mortgage Loan shall be maintained by the Servicer for a minimum of three years from the date such Mortgage Loan is fully paid or otherwise terminated.

Servicer Representations Warranties and Covenants. The Servicer represents and warrants to, and covenants with, the Lender and the Corporation that: (a) The Servicer is a corporation, duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified and in good standing to transact business in the State, and possesses all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by this MRB Origination Agreement and the MRB Servicing Agreement and to execute, deliver and comply with its obligations under the terms of this MRB Origination Agreement and the MRB Servicing Agreement, the execution and delivery and performance of which have been duly authorized by all necessary corporate action. (b) The execution and delivery of this MRB Origination Agreement and the MRB Servicing Agreement by the Servicer in the manner contemplated herein and therein and the performance and compliance with the terms hereof and thereof by it will not violate (i) its certificate of incorporation or bylaws or similar organizational documents, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this MRB Origination Agreement or the MRB Servicing Agreement applicable to the Servicer, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to it or any of its assets. (c) The execution and delivery of this MRB Origination Agreement and the MRB Servicing Agreement by the Servicer in the manner contemplated herein and therein and the performance and compliance with the terms hereof and thereof by it do not require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained. (d) This MRB Origination Agreement and the MRB Servicing Agreement, and all documents and instruments contemplated hereby and thereby, which are executed and delivered by the Servicer, will constitute valid, legal and binding obligations of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (e) The Servicer is a Xxxxxx Mae-approved seller-servicer, Xxxxxx Xxx-approved issuer-servicer, Xxxxxxx Mac-approved issuer-servicer, FHA-approved mortgagee, USDA/RD-approved lender, VA-approved lender, and an authorized issuer of Xxxxxx Xxx Securities, seller of Xxxxxx Mae Securities, seller of Xxxxxxx Mac PCs and will remain so approved for the term of this MRB Origination Agreement and the MRB Servicing Agreement.Xxx (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, (iii) as to each USDA/RD Mortgage Loan, with the Section 502 Guaranteed Single Family Rural Housing Loan Program of USDA/RD, as amended, all rules and regulations issued thereunder and all applicable administrative publications, (iv) as to each FHA Mortgage Loan, VA Mortgage Loan and USDA/RD Mortgage Loan, with the provisions of the Xxxxxx Mae Guide and all other applicable rules, regulations, policies and guidelines of Xxxxxx Xxx, and (v) as to each Conventional Mortgage Loan, with the provisions of the related Pool Purchase Contract, the Xxxxxx Mae and Xxxxxxx Mac Guides and all other applicable rules of Xxxxxx Mae and Xxxxxxx Mac. (g) The Servicer will comply with the 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) The Servicer will do every act and thing which may be necessary or reasonable required to perform its duties under this MRB Origination Agreement. (i) The Servicer agrees that so long as it shall continue to serve in the capacity contemplated under the terms of this MRB Origination Agreement and the MRB Servicing Agreement, it will remain in good standing under the laws of the state of its organization and qualified under the laws of the State to do business in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, however, that the Servicer may, without violating the covenant contained in this subsection, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall have a net worth as indicated by its most recent quarterly financial statement equal to or greater than the net worth of the Servicer as indicated by its most recent quarterly financial statement, shall be qualified under the laws of the State to do business in the State, shall be qualified under the laws and have necessary approvals required of the Servicer to perform the Servicers duties hereunder and under the MRB Servicing Agreement, and shall assume in writing all of the obligations of the Servicer hereunder, in which event the Corporation, shall release the Servicer in writing, concurrently with and contingent upon such assumption, from all obligations so assumed. No merger by or sale of the assets of the Servicer under this subsection shall occur without reasonable prior notice to the Corporation and the Trustee sufficient to allow the Corporation to present any objections to the proposed merger or sale of assets in writing to the Servicer, Xxxxxx Mae, Xxxxxx Xxx and Xxxxxxx Mac. Any entity into which, pursuant to the terms hereof, the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer shall be a party, pursuant to the terms hereof, or any entity succeeding to the business of the Servicer, pursuant to the terms hereof, shall be the successor of the Servicer hereunder without the execution or filing of any document or instrument, or any further act on the part of any of the parties hereto. The Servicer agrees to provide to the Corporation and the Trustee a certificate of an accountant and an opinion of counsel, acceptable to the Corporation, demonstrating that the requirements of this paragraph have been complied with.any (j) No information or statement furnished in writing or report required hereunder or under the MRB Servicing Agreement delivered to the Lender, the Corporation or the Trustee will, to the knowledge of the Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, statements or report not misleading. (k) Neither the Servicer nor any "related person" as defined in Section 144(a)(3) of the Code shall acquire, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of Mortgage Loans to be acquired by the Servicer under the MRB Program. (l) The Servicer is familiar with all Xxxxxx Mae, Xxxxxx Xxx rules and Xxxxxxx Mac and regulations applicable to the MRB Program and shall use diligent, reasonable efforts to remain familiar with all Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Mac rules and regulations applicable to the origination and servicing of mortgage loans, including, but not limited to, any changes or proposed changes in the Xxxxxx Mae, Xxxxxx Xxx and Xxxxxxx Mac servicing rate, size of Pools or other features affecting the purchase of Mortgage Loans hereunder. (m) Each mortgage file relating to a Mortgage Loan shall be maintained by the Servicer for a minimum of three years from the date such Mortgage Loan is fully paid or otherwise terminated.