Common use of Servicer’s Representations and Warranties Clause in Contracts

Servicer’s Representations and Warranties. The Servicer represents and warrants to the Issuer and to the Indenture Trustee, and at all times during the term of the Servicing Agreement shall be deemed to represent and warrant, as follows: (a) The Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is or will be in compliance with all applicable Laws to the extent such compliance is necessary to enforce each Tax Lien in accordance with the terms of this Servicing Agreement; (b) The execution and delivery of this Servicing Agreement by it and its performance and compliance with the terms of this Servicing Agreement will not violate its organizational documents or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any contract, agreement or other instrument to which it is a party or which may be applicable to it or any of its assets, which default or breach would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder; (c) This Servicing Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, 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, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) It is not in violation of, and the execution and delivery of this Servicing Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would have consequences that would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder; (e) No litigation is pending or, to the best of its knowledge, threatened against it which would prohibit its entering into or performing its obligations under this Servicing Agreement or which could have a material adverse effect on its financial condition; (f) It does not believe, nor does it have any reason or cause to believe, that as of the date hereof it cannot perform each and every covenant and obligation on its part hereunder to be performed in accordance with the terms hereof in all material respects; (g) No consent, approval, authorization or order of any court, governmental agency or governmental body is required for the execution, delivery and performance by it of, or compliance by it with, this Servicing Agreement, or the consummation by it of the transactions contemplated by this Servicing Agreement; (h) To the best of its knowledge, neither any factual information provided by, or any statements made in this Servicing Agreement by, it nor any statement, report or other document furnished or to be furnished by it pursuant to this Servicing Agreement or in connection with the transactions contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (i) It has received and reviewed complete copies of this Servicing Agreement, and each of the other Transaction Documents, and agrees that through the term hereof it shall (i) perform its obligations under this Servicing Agreement in compliance with the provisions of the Transaction Documents which are applicable to it or its duties hereunder and the provisions of this Servicing Agreement relevant to such performance, and (ii) refrain from taking any actions which are prohibited by such provisions; and (j) If Bonds have been issued, then upon receipt from the Issuer of a complete copy of the Private Placement Memorandum relating to such Bonds, it will promptly review the information therein relating to and furnished by it under the heading “THE SERVICER—MTAG Services, LLC” therein, and will deliver to the Issuer on the Closing Date a certificate to the effect that such information relating to and furnished by it is true and correct in all material respects and does not omit to state a material fact necessary to make the information contained therein not misleading. (k) It has least $4 million in net equity capital and agrees that it will retain all earnings, net of applicable taxes, necessary to maintain at least $4 million in net equity capital (or $10 million in net equity capital if it or any entity that it controls or whose obligations it guarantees in any manner acquires tax liens for its account or for the account of such other entity) and will thereafter maintain at least $4 million in net equity capital (or $10 million, as the case may be). It is understood and agreed that the representations and warranties set forth in this Section 4.01 shall survive delivery of the Collateral Agent and Custodian’s Tax Lien Files to the Indenture Trustee or its designee, until the termination of this Servicing Agreement, and shall inure to the benefit of the Issuer, the Bank and the Indenture Trustee.

Servicer’s Representations and Warranties. The Servicer hereby represents and warrants to the Issuer and to the Indenture Trustee, and at all times during the term of the Servicing Agreement shall be deemed to represent and warrant, as followsCorporation that: (a) The Servicer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the Commonwealth state of Virginia 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 the Program Documents to which it is or will be in compliance a party and to execute, deliver and comply with all applicable Laws to the extent such compliance is necessary to enforce each Tax Lien in accordance with its obligations under the terms of this Servicing Agreement;the Program Documents to which it is a party, the execution, delivery and performance of which have been duly authorized by all necessary corporate action. (b) The execution and delivery of this MRB Servicing Agreement by it the Servicer in the manner contemplated herein and its the performance of and compliance with the terms of this Servicing Agreement hereof by it will not violate (i) its certificate of incorporation or by-laws or similar organizational documents documents, or bylaws (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 Servicing Agreement applicable to the Servicer and will not constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, of any material contract, agreement or other instrument to which it the Servicer is a party or which may be applicable to it or any of its assets, which default or breach would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder;. (c) This Servicing Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, 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, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) It is not in violation of, and the The execution and delivery of this MRB Servicing Agreement by it the Servicer in the manner contemplated herein and its the performance and compliance with the terms of this Agreement will hereof by it do not constitute a violation with respect to, any order require the consent or decree approval of any court governmental authority, or any order if such consent or regulation of any federalapproval is required, stateit has been obtained. (d) This MRB Servicing Agreement, municipal or governmental agency having jurisdictionand all documents and instruments contemplated hereby, which violation would have consequences that would materially are executed and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect delivered by the performance Servicer, will constitute valid, legal and binding obligations of its duties hereunder;the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (e) No litigation The Servicer is pending orin compliance with and will comply with the non-discrimination provisions of the Civil Rights Act of 1964, to the best of its knowledgeregulations promulgated thereunder, threatened against it which would prohibit its entering into or performing its obligations under this Servicing Agreement or which could have a material adverse effect on its financial condition;and Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965. (f) It does not believeFrom time to time, nor does the Servicer will report in writing to the Corporation and the Trustee information relating to the Mortgage Loans required pursuant to the Xxxxxx Mae, Xxxxxx Xxx Guides and/or Freddie Mac Guides, and will do every act and thing which may be necessary or reasonably required to perform its duties under this MRB Servicing Agreement and the other Program Documents to which it have any reason or cause to believe, that as of the date hereof it cannot perform each and every covenant and obligation on its part hereunder to be performed in accordance with the terms hereof in all material respects;is a party. (g) No consent, approval, authorization or order The Servicer agrees that as long as it shall continue to serve in the capacity contemplated under the terms of any court, governmental agency or governmental body is required for the execution, delivery and performance by it of, or compliance by it with, this MRB Servicing Agreement, or it will remain in good standing under the consummation by it laws of the transactions contemplated by 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 be qualified under the laws of the State to do business in the State, shall be qualified under applicable laws and have all necessary approvals, required of the Servicer to perform the Servicer's duties under this MRB Servicing Agreement;, shall assume in writing all of the obligations of the Servicer under this MRB Servicing Agreement and, unless waived in writing by the Corporation, shall have a net worth equal to or greater than the net worth of the Servicer immediately preceding any such merger, consolidation or sale of assets, in which event the Corporation shall release the Servicer in writing concurrently with and contingent upon such assumptions 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 Xxx, Xxxxxx Xxx and Xxxxxxx Xxx. 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. (h) To No information, statement or report furnished in writing and required hereunder delivered by the best Servicer to Xxxxxx Xxx, Xxxxxx Xxx, Freddie Mac, a Lender, the Corporation or the Trustee will, to the knowledge of its knowledgethe Servicer, neither any factual information provided by, or any statements made in this Servicing Agreement by, it nor any statement, report or other document furnished or to be furnished by it pursuant to this Servicing Agreement or in connection with the transactions contemplated herein contains contain any untrue statement of a material fact or omits to state omit a material fact necessary to make the information, statements contained herein or therein not misleading; (i) It has received and reviewed complete copies of this Servicing Agreement, and each of the other Transaction Documents, and agrees that through the term hereof it shall (i) perform its obligations under this Servicing Agreement in compliance with the provisions of the Transaction Documents which are applicable to it or its duties hereunder and the provisions of this Servicing Agreement relevant to such performance, and (ii) refrain from taking any actions which are prohibited by such provisions; and (j) If Bonds have been issued, then upon receipt from the Issuer of a complete copy of the Private Placement Memorandum relating to such Bonds, it will promptly review the information therein relating to and furnished by it under the heading “THE SERVICER—MTAG Services, LLC” therein, and will deliver to the Issuer on the Closing Date a certificate to the effect that such information relating to and furnished by it is true and correct in all material respects and does not omit to state a material fact necessary to make the information contained therein report not misleading. (i) 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 Xxxxxx Mae Securities, Xxxxxx Xxx Securities or Freddie Mac PCs to be acquired by the Corporation under the Program. (j) The Servicer will not knowingly take any action or fail to take any action or permit any action within its reasonable control to be taken which would impair the exclusion from gross income for federal income tax purposes of interest on any series of Bonds. (k) It has least $4 million The Servicer is a Xxxxxx Xxx-approved seller-servicer of Xxxxxx Xxx Conventional Mortgage Loans, a Freddie Xxx-approved seller-servicer of Freddie Mac Conventional Mortgage Loans and a Xxxxxx Xxx-approved issuer-servicer of FHA, USDA/RD and VA Mortgage Loans and an authorized issuer of Xxxxxx Mae Securities, seller of Xxxxxx Xxx Securities and Freddie Mac PCs will remain so approved for the term of this MRB Servicing Agreement. (l) There is no litigation pending or, to the Servicer's knowledge, threatened, affecting the right of any of the present members of the governing authority or officers of the Servicer to their respective offices or their jurisdiction or authority over the affairs of the Servicer, nor in net equity capital and agrees that any way questioning the execution or validity of the MRB Origination Agreements to which it will retain all earnings, net of applicable taxes, necessary is a party or this MRB Servicing Agreement; there are no other legal or governmental proceedings other than ordinary routine litigation incident to maintain at least $4 million in net equity capital the business conducted by the Servicer pending (or $10 million in net equity capital if it or any entity that it controls or whose obligations it guarantees in any manner acquires tax liens for its account or for to the account of such other entity) and will thereafter maintain at least $4 million in net equity capital (or $10 million, as the case may be). It is understood and agreed that the representations and warranties set forth in this Section 4.01 shall survive delivery best of the Collateral Agent and Custodian’s Tax Lien Files Servicer's knowledge, threatened or contemplated by governmental authority or others) to which the Servicer is or may be a party or by which the Servicer may be bound by which any property of the Servicer is or may be subject, which, if determined adversely to the Indenture Trustee Servicer, would individually or, in the aggregate, have a material adverse effect on the financial position or its designee, until the termination of this Servicing Agreement, and shall inure to the benefit results of the Issuer, the Bank and the Indenture TrusteeServicer.

Servicer’s Representations and Warranties. The Servicer represents and warrants to the Issuer and to the Indenture TrusteeCollateral Agent and Custodian, and at all times during the term of the Servicing Agreement shall be deemed to represent and warrant, as follows: (a) The Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is or will be in compliance with all applicable Laws to the extent such compliance is necessary to enforce each Tax Lien in accordance with the terms of this Servicing Agreement; (b) The execution and delivery of this Servicing Agreement by it and its performance and compliance with the terms of this Servicing Agreement will not violate its organizational documents or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any contract, agreement or other instrument to which it is a party or which may be applicable to it or any of its assets, which default or breach would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder; (c) This Servicing Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, 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, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) It is not in violation of, and the execution and delivery of this Servicing Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would have consequences that would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder; (e) No litigation is pending or, to the best of its knowledge, threatened against it which would prohibit its entering into or performing its obligations under this Servicing Agreement or which could have a material adverse effect on its financial condition; (f) It does not believe, nor does it have any reason or cause to believe, that as of the date hereof it cannot perform each and every covenant and obligation on its part hereunder to be performed in accordance with the terms hereof in all material respects; (g) No consent, approval, authorization or order of any court, governmental agency or governmental body is required for the execution, delivery and performance by it of, or compliance by it with, this Servicing Agreement, or the consummation by it of the transactions contemplated by this Servicing Agreement; (h) To the best of its knowledge, neither any factual information provided by, or any statements made in this Servicing Agreement by, it nor any statement, report or other document furnished or to be furnished by it pursuant to this Servicing Agreement or in connection with the transactions contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (i) It has received and reviewed complete copies of this Servicing Agreement, and each of the other Transaction Documents, and agrees that through the term hereof it shall shall (i) perform its obligations under this Servicing Agreement in compliance with the provisions of the Transaction Documents which are applicable to it or its duties hereunder and the provisions of this Servicing Agreement relevant to such performance, and (ii) refrain from taking any actions which are prohibited by such provisions; and (j) If Bonds have been issued, then upon receipt from the Issuer of a complete copy of the Private Placement Memorandum relating to such Bonds, it will promptly review the information therein relating to and furnished by it under the heading “THE SERVICER—MTAG Services, LLC” therein, and will deliver to the Issuer on the Closing Date a certificate to the effect that such information relating to and furnished by it is true and correct in all material respects and does not omit to state a material fact necessary to make the information contained therein not misleading[Reserved]. (k) It has at least $4 million in net equity capital and agrees that it will retain all earnings, net of applicable taxes, necessary to maintain at least $4 million in net equity capital (or $10 million in net equity capital if it or any entity that it controls or whose obligations it guarantees in any manner acquires tax liens for its account or for the account of such other entity) and will thereafter maintain at least $4 million in net equity capital (or $10 million, as the case may be). It is understood and agreed that the representations and warranties set forth in this Section 4.01 shall survive delivery of the Collateral Agent and Custodian’s Tax Lien Files to the Indenture Trustee or its designee, until the termination of this Servicing Agreement, and shall inure to the benefit of the Issuer, the Bank Issuer and the Indenture TrusteeBank.

Servicer’s Representations and Warranties. The Servicer represents and warrants to the Issuer and to the Indenture Trustee, and at all times during the term of the Servicing Agreement shall be deemed to represent and warrant, as followsCorporation that: (a) The Servicer is a limited liability company duly organized, validly organized and existing and in good standing under the laws of the Commonwealth State of Virginia Delaware and is or is, and will be remain, in compliance with all applicable Laws good standing under such laws so long as it shall continue to serve in the extent such compliance is necessary to enforce each Tax Lien in accordance with capacity contemplated under the terms of this Servicing Agreement;. The Servicer is duly qualified to transact business in the State, and possesses all requisite authority and power 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 Program Documents, the execution, delivery and performance of which have been duly authorized by all necessary corporate action. (b) The execution and delivery of this Servicing Agreement by it the Servicer in the manner contemplated herein and its the performance of and compliance with the terms hereof by it will not violate (i) its certificate of incorporation or bylaws, or (ii) any laws, regulations or administrative requirements which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this Servicing Agreement applicable to the Servicer; and will not violate its organizational documents or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, under or result in the breach of, of any material contract, agreement or other instrument to which it the Servicer is a party or which may be applicable to it or any of its assets, which default or breach would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder;party. (c) This Servicing Agreement, assuming due authorization, The execution and delivery of this Agreement by each the Servicer does not require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained. (d) This Agreement constitutes a valid, legal and binding obligation of the other parties hereto, constitutes its legal, valid and binding obligationServicer, enforceable against it in accordance with its respective terms, except as the enforcement thereof may be limited by applicable Debtor Relief Laws. (e) So long as the Servicer shall continue to serve in the capacity contemplated under the terms of this Agreement, except as such enforcement may be limited by bankruptcythe Servicer is and will remain a GSE-approved seller-servicer of Conventional, insolvencyFHA Insured, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generallyVA Guaranteed, and by general principles RHS Guaranteed Mortgage Loans and is and will remain an authorized issuer of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) It is not in violation of, and the execution and delivery of this Servicing Agreement by it and its performance and compliance GNMA MBS Certificates with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would have consequences that would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder; (e) No litigation is pending or, to the best of its knowledge, threatened against it which would prohibit its entering into or performing its obligations under this Servicing Agreement or which could have a material adverse effect on its financial condition;experience serving as Servicer for Mortgage Loans. (f) It does not believe, nor does it have any reason or cause to believe, that as of On the date hereof it cannot perform each and every covenant and obligation on its part hereunder to be performed in accordance with the terms hereof in all material respects; (g) No consenthereof, approval, authorization or order of any court, governmental agency or governmental body there is required for the execution, delivery and performance by it ofno pending, or compliance by it withto Servicer’s knowledge, this Servicing Agreementthreatened litigation, examination, investigation, or administrative proceedings against the consummation by it of the transactions contemplated by this Servicing Agreement; (h) To the best of Servicer, which, if adversely determined, would materially affect Servicer and its knowledge, neither any factual information provided by, or any statements made in this Servicing Agreement by, it nor any statement, report or other document furnished or to be furnished by it pursuant to this Servicing Agreement or in connection with the transactions contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (i) It has received and reviewed complete copies of this Servicing Agreement, and each of the other Transaction Documents, and agrees that through the term hereof it shall (i) perform its obligations under this Servicing Agreement in compliance with the provisions of the Transaction Documents which are applicable to it assets or its duties hereunder ability to purchase and service Mortgage Loans and administer the provisions of this Servicing Agreement relevant to such performance, and (ii) refrain from taking any actions which are prohibited by such provisions; and (j) If Bonds have been issued, then upon receipt from the Issuer of a complete copy of the Private Placement Memorandum relating to such Bonds, it will promptly review the information therein relating to and furnished by it under the heading “THE SERVICER—MTAG Services, LLC” therein, and will deliver to the Issuer Programs existing on the Closing Date a certificate to the effect that such information relating to and furnished by it is true and correct in all material respects and does not omit to state a material fact necessary to make the information contained therein not misleadingdate hereof. (k) It has least $4 million in net equity capital and agrees that it will retain all earnings, net of applicable taxes, necessary to maintain at least $4 million in net equity capital (or $10 million in net equity capital if it or any entity that it controls or whose obligations it guarantees in any manner acquires tax liens for its account or for the account of such other entity) and will thereafter maintain at least $4 million in net equity capital (or $10 million, as the case may be). It is understood and agreed that the representations and warranties set forth in this Section 4.01 shall survive delivery of the Collateral Agent and Custodian’s Tax Lien Files to the Indenture Trustee or its designee, until the termination of this Servicing Agreement, and shall inure to the benefit of the Issuer, the Bank and the Indenture Trustee.

Servicer’s Representations and Warranties. The Servicer represents and warrants to the Issuer and to the Indenture TrusteeCollateral Agent and Custodian, and at all times during the term of the Servicing Agreement shall be deemed to represent and warrant, as follows: (a) The Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is or will be in compliance with all applicable Laws to the extent such compliance is necessary to enforce each Tax Lien in accordance with the terms of this Servicing Agreement; (b) The execution and delivery of this Servicing Agreement by it and its performance and compliance with the terms of this Servicing Agreement will not violate its organizational documents or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any contract, agreement or other instrument to which it is a party or which may be applicable to it or any of its assets, which default or breach would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder; (c) This Servicing Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, 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, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) It is not in violation of, and the execution and delivery of this Servicing Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would have consequences that would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder; (e) No litigation is pending or, to the best of its knowledge, threatened against it which would prohibit its entering into or performing its obligations under this Servicing Agreement or which could have a material adverse effect on its financial condition; (f) It does not believe, nor does it have any reason or cause to believe, that as of the date hereof it cannot perform each and every covenant and obligation on its part hereunder to be performed in accordance with the terms hereof in all material respects; (g) No consent, approval, authorization or order of any court, governmental agency or governmental body is required for the execution, delivery and performance by it of, or compliance by it with, this Servicing Agreement, or the consummation by it of the transactions contemplated by this Servicing Agreement; (h) To the best of its knowledge, neither any factual information provided by, or any statements made in this Servicing Agreement by, it nor any statement, report or other document furnished or to be furnished by it pursuant to this Servicing Agreement or in connection with the transactions contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading;; and (i) It has received and reviewed complete copies of this Servicing Agreement, and each of the other Transaction Documents, and agrees that through the term hereof it shall shall (i) perform its obligations under this Servicing Agreement in compliance with the provisions of the Transaction Documents which are applicable to it or its duties hereunder and the provisions of this Servicing Agreement relevant to such performance, and (ii) refrain from taking any actions which are prohibited by such provisions; and (j) If Bonds have been issued, then upon receipt from the Issuer of a complete copy of the Private Placement Memorandum relating to such Bonds, it will promptly review the information therein relating to and furnished by it under the heading “THE SERVICER—MTAG Services, LLC” therein, and will deliver to the Issuer on the Closing Date a certificate to the effect that such information relating to and furnished by it is true and correct in all material respects and does not omit to state a material fact necessary to make the information contained therein not misleading. (k) It has least $4 million in net equity capital and agrees that it will retain all earnings, net of applicable taxes, necessary to maintain at least $4 million in net equity capital (or $10 million in net equity capital if it or any entity that it controls or whose obligations it guarantees in any manner acquires tax liens for its account or for the account of such other entity) and will thereafter maintain at least $4 million in net equity capital (or $10 million, as the case may be). It is understood and agreed that the representations and warranties set forth in this Section 4.01 shall survive delivery of the Collateral Agent and Custodian’s Tax Lien Files to the Indenture Trustee or its designee, until the termination of this Servicing Agreement, and shall inure to the benefit of the Issuer, the Bank Issuer and the Indenture TrusteeBank.

Servicer’s Representations and Warranties. The Servicer represents and warrants to the Issuer and to the Indenture Trustee, and at all times during the term of the Servicing Agreement shall be deemed to represent and warrant, as follows: (a) The Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth State of Virginia Delaware and is or will be in compliance with all applicable Laws to the extent such compliance is necessary to enforce each Tax Lien in accordance with the terms of this Servicing Agreement;. (b) The execution and delivery of this Servicing Agreement by it and its performance and compliance with the terms of this Servicing Agreement will not violate its organizational documents or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any contract, agreement or other instrument to which it is a party or which may be applicable to it or any of its assets, which default or breach would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder;. (c) This Servicing Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, 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, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);. (d) It is not in violation of, and the execution and delivery of this Servicing Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would have consequences that would materially and adversely affect its condition (financial or other) or operations or its properties or might have consequences that would materially affect the performance of its duties hereunder;. (e) No litigation is pending or, to the best of its knowledge, threatened against it which would prohibit its entering into or performing its obligations under this Servicing Agreement or which could have a material adverse effect on its financial condition;. (f) It does not believe, nor does it have any reason or cause to believe, that as of the date hereof it cannot perform each and every covenant and obligation on its part hereunder to be performed in accordance with the terms hereof in all material respects;. (g) No consent, approval, authorization or order of any court, governmental agency or governmental body is required for the execution, delivery and performance by it of, or compliance by it with, this Servicing Agreement, or the consummation by it of the transactions contemplated by this Servicing Agreement;, except for those which have been obtained. (h) To the best of its knowledge, neither any factual information provided by, or any statements made in this Servicing Agreement by, it nor any statement, report or other document furnished or to be furnished by it pursuant to this Servicing Agreement or in connection with the transactions contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading;. (i) It has received and reviewed complete copies of this Servicing Agreement, and each of the other Transaction Documents, and agrees that through the term hereof it shall (i) perform its obligations under this Servicing Agreement in compliance with the provisions of the Transaction Documents which are applicable to it or its duties hereunder and the provisions of this Servicing Agreement relevant to such performance, and (ii) refrain from taking any actions which are prohibited by such provisions; and. (j) If Bonds have been issued, then upon receipt from the Issuer of a complete copy of the Private Placement Memorandum relating to such Bonds, it will promptly review the information therein relating to and furnished by it under the heading “THE SERVICER—MTAG ServicesTower Capital Management, LLC” therein, and will deliver to the Issuer on the Closing Date a certificate to the effect that such information relating to and furnished by it is true and correct in all material respects and does not omit to state a material fact necessary to make the information contained therein not misleading. (k) It has least $4 million in net equity capital and agrees that it will retain all earnings, net of applicable taxes, necessary to maintain at least $4 million in net equity capital (or $10 million in net equity capital if it or any entity that it controls or whose obligations it guarantees in any manner acquires tax liens for its account or for the account of such other entity) and will thereafter maintain at least $4 million in net equity capital (or $10 million, as the case may be). It is understood and agreed that the representations and warranties set forth in this Section 4.01 shall survive delivery of the Collateral Agent and Custodian’s Tax Lien Files to the Indenture Trustee or its designee, until the termination of this Servicing Agreement, and shall inure to the benefit of the Issuer, the Bank and the Indenture Trustee.