Common use of Representations and Warranties of Servicer Clause in Contracts

Representations and Warranties of Servicer. The Servicer represents and warrants to the Subservicer on the date of this Agreement: a. The Servicer is duly incorporated and validly existing as a corporation under the laws of the State of Delaware and in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. b. The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary action. No registration with or approval of any governmental agency is required for the due execution and delivery by, and enforceability against, the Servicer of this Agreement. c. This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and subject to equitable principles. d. There are no proceedings or investigations pending, or, to the Servicer’s best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which the Servicer is a party, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Servicer is a party, or (iv) relating to the Servicer and which might adversely affect the Federal or state income tax attributes of the Notes. e. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents); nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties.

Representations and Warranties of Servicer. The Servicer represents and warrants to the Subservicer on the date of this Agreement: a. The Servicer is duly incorporated and validly existing as a corporation under the laws of the State of Delaware and in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. b. The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary action. No registration with or approval of any governmental agency is required for the due execution and delivery by, and enforceability against, the Servicer of this Agreement. c. This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms subject to bankruptcy, insolvency and other similar laws affecting creditors’ ' rights generally and subject to equitable principles. d. There are no proceedings or investigations pending, or, to the Servicer’s 's best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which the Servicer is a party, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Servicer is a party, or (iv) relating to the Servicer and which might adversely affect the Federal or state income tax attributes of the Notes. e. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents); nor violate any law or, to the best of the Servicer’s 's knowledge, any order, rule or regulation applicable to the Servicer of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties.

Representations and Warranties of Servicer. The Servicer represents represents, warrants and warrants covenants to the Subservicer on Owner, as of the date of this AgreementAgreement and as of each Closing Date or as of such other date specified below, that: a. The (i) Servicer (a) is a corporation, duly incorporated and incorporated, validly existing as a corporation under the laws of the State of Delaware and in good standing under the laws of the State of Delaware, (b) has all licenses necessary to carry on its business as now being conducted, (c) has all material licenses and is qualified and in good standing under the laws of each state where a Mortgaged Property is located unless not required under applicable law to effect such qualification (with no demand for such qualification having been made upon Servicer by any such state), and (d) is in compliance with the laws of any such state to the extent necessary to permit the enforcement of Owner’s rights (either directly or through a Subservicer) under each Mortgage Loan and to permit the servicing of the Mortgage Loans in accordance with the terms of this Agreement. (ii) Servicer has the full power and authority to own its properties and hold each Mortgage Loan, to conduct its business as such properties are currently owned and such business is presently conducted. b. The Servicer has the power and authority service each Mortgage Loan, to execute and deliver this Agreement Agreement, and to carry out its terms; enter into and consummate all transactions contemplated by this Agreement. Servicer has duly authorized the execution, delivery and performance of this Agreement have been Agreement, has duly authorized by the Servicer by all necessary action. No registration with or approval of any governmental agency is required for the executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery byby Owner and the enforceability against Owner, and enforceability against, the Servicer of this Agreement. c. This Agreement constitutes a legal, valid and binding obligation of the Servicer Servicer, enforceable against it in accordance with its terms subject to terms, except as the enforceability thereof may be limited by bankruptcy, insolvency and insolvency, liquidation, moratorium reorganization or other similar laws affecting creditors’ the rights of creditors generally and subject to equitable principlesor by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. d. There are no proceedings or investigations pending, or, to the Servicer’s best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which the Servicer is a party, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Servicer is a party, or (iv) relating to the Servicer and which might adversely affect the Federal or state income tax attributes of the Notes. e. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Servicer’s business and the fulfillment of the terms hereof will not conflict with, with or result in any a breach of any of the terms and terms, conditions or provisions of, nor constitute (with of Servicer’s certificate of incorporation or without notice or lapse of time or both) a default under, the bylaws of the Servicer, by-laws or any indenture, legal restriction or any agreement or other instrument to which the Servicer is a now party or by which it shall be is bound; nor , or constitute a material default or result in an acceleration under any of the foregoing, or result in the creation or imposition violation of any Lien upon any law, rule, regulation, order, judgment or decree to which Servicer or its property is subject. (iv) Servicer is an approved seller/servicer for ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac in good standing and is a mortgagee approved by the Secretary of its properties Housing and Urban Development pursuant to Section 203 of the terms of any such indentureNational Housing ▇▇▇.▇▇ event has occurred that would render Servicer unable to comply with ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac eligibility requirements or that would require notification to either ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac. (v) Servicer has no reason or cause to believe that it cannot perform each covenant contained in this Agreement. (vi) There is no action, agreement suit, proceeding or other instrument (other than this Agreement and the other Basic Documents); nor violate any law investigation pending or, to the best of the Servicer’s knowledge, any orderthreatened, rule against Servicer that, in Servicer’s judgment, if determined adversely to Servicer, would materially and adversely affect the validity or regulation applicable enforceability of this Agreement or the ability of Servicer to perform its obligations hereunder in accordance with the Servicer terms hereof. (vii) No consent, approval, authorization or order of any court or governmental authority is required for the execution and delivery of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the this Agreement by Servicer or for the performance by Servicer of its propertiesobligations hereunder, other than such consent, approval, authorization or order as has been obtained prior to the Closing Date. (viii) Seller has, in its capacity as servicer for each Mortgage Loan, caused to be fully furnished, 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. Servicer shall indemnify Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of Servicer’s representations and warranties contained in this Section 3.01. It is understood and agreed that the obligations of Servicer set forth in this Section 3.01 to indemnify Owner as provided above constitute the sole remedies of Owner respecting a breach of the foregoing representations and warranties.

Representations and Warranties of Servicer. The Servicer represents and warrants As a condition to the Subservicer on consummation of the date transactions contemplated hereby, as of this Agreementthe Effective Date, Servicer hereby makes the following representations and warranties to Indenture Trustee: a. The (a) Servicer is a limited liability company duly incorporated and organized, validly existing as a corporation under the laws of the State of Delaware and in good standing under the laws of the State of Delaware, with the power Delaware and authority has all licenses necessary to own its properties and to conduct carry on its business as now being conducted, and is licensed, qualified and in good standing in each state where the laws of such properties are currently owned state require licensing or qualification in order to conduct business of the type conducted by Servicer, except to the extent that the failure to obtain or maintain any such license would not reasonably be expected to have a Material Adverse Effect with respect to Servicer, and such business in any event Servicer is presently conductedin compliance with all Applicable Laws to the extent necessary to ensure the enforceability of the terms of this Agreement and its ability to perform its obligations hereunder. b. The (b) Servicer has the full limited liability company power and authority to execute and deliver this Agreement and to carry out its termsperform in accordance herewith; and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by Servicer, and the consummation of the transactions contemplated hereby have been duly authorized by and validly authorized; this Agreement evidences the Servicer by all necessary action. No registration with or approval of any governmental agency is required for the due execution valid, binding and delivery by, and enforceability against, the Servicer of this Agreement. c. This Agreement constitutes a legal, valid and binding enforceable obligation of the Servicer enforceable in accordance with its terms subject to (except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and subject by general principles of equity) and all requisite limited liability company action has been taken by Servicer to equitable principlesmake this Agreement valid and binding upon Servicer in accordance with its terms. d. (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (assuming receipt of all necessary consents), nor compliance with its terms and conditions, (i) will result in the creation or imposition of any lien, charge or encumbrance of any nature upon the Loans or the Borrower Payment Dependent Notes, or (ii) conflicts with or results in the breach of, or constitutes a default under, any Loan or any material contract, agreement or other instrument to which Servicer is a party or which may be applicable to Servicer or its assets. (d) No consent, approval, license, registration, authorization or order of any Regulatory Authority is required for the execution, delivery and performance by Servicer of, or compliance by Servicer with, this Agreement, including the servicing of each Loan and Borrower Payment Dependent Note hereunder, or if required, such consent, approval, license, registration, authorization or order has been obtained prior to the related Effective Date, in each case except to the extent that the failure to obtain any such consent, approval, license, registration, authorization or order would not reasonably be expected to have a Material Adverse Effect with respect to Servicer or adversely affect the validity, enforceability or collectability of the Loans or the Borrower Payment Dependent Notes. (e) There are no judgments, proceedings or investigations pending, pending against Servicer or, to the Servicer’s best knowledge, threatenedthreatened against Servicer, before any court, regulatory body, administrative agency or other governmental instrumentality Regulatory Authority having jurisdiction over the Servicer or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which the Servicer is a party, Agreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement; or any of the other Basic Documents to which the Servicer is a party, (iii) seeking any determination or ruling that could would reasonably be expected to have a material Material Adverse Effect with respect to Servicer. (f) Servicer is solvent and adverse effect on no voluntary or involuntary bankruptcy petition has been commenced by or against Servicer, nor has Servicer made an offer or assignment or compromise for the performance benefit of creditors and Servicer will not be rendered insolvent by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Servicer is a party, or (iv) relating to the Servicer and which might adversely affect the Federal or state income tax attributes of the Notes. e. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents); nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its propertieshereby.

Representations and Warranties of Servicer. The Servicer hereby represents and warrants to the Subservicer on Lender the date of this Agreementfollowing: a. The (a) Servicer is a limited liability company duly incorporated and organized, validly existing as a corporation under the laws of the State of Delaware and in good standing under the laws of the State of Delaware, with the . Servicer has all requisite power and authority to own and operate its properties and to conduct properties, carry out its business as such properties are currently owned presently conducted and such business is presently conductedas proposed to be conducted and to enter into and discharge its obligations under this Agreement. b. (b) The execution and delivery by Servicer has the power and authority to execute and deliver of this Agreement and the other documents to carry out its terms; and the executionwhich it is a party, delivery and performance and compliance by Servicer with the terms of this Agreement and the other documents to which it is a party have been duly authorized by the Servicer by all necessary action. No registration corporate action on the part of Servicer and will not violate Servicer’s certificate of formation or limited liability company agreement, or constitute a default (or an event which, with notice or approval lapse of time, or both, would constitute a default) under any governmental agency material agreement or other material instrument to which Servicer is required for a party or which is applicable to Servicer or any of its assets, which default or breach, in the due execution reasonable judgment of Servicer, is likely to affect materially and delivery by, and enforceability against, adversely either the ability of Servicer to perform its obligations under this Agreement or the financial condition of this AgreementServicer. c. (c) This Agreement Agreement, assuming due authorization and execution by the other parties hereto, constitutes a legalthe valid, valid legal and binding obligation of the Servicer Servicer, enforceable against it in accordance with its the terms subject to hereof, except as enforcement may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principlesby general principles of equity (whether considered in a proceeding or action in equity or at law). d. There are no proceedings (d) Servicer has the full power and authority to enter into and consummate all transactions involving Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (e) Servicer is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or investigations pendingdecree of any court or arbiter, oror any order, to the regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in Servicer’s best knowledgereasonable judgment, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over is likely to affect materially and adversely either the ability of Servicer or to perform its properties: (i) asserting the invalidity of obligations under this Agreement or the financial condition of Servicer. (f) No consent, approval, authorization or order of any of the other Basic Documents to which the Servicer state or federal court or governmental agency or body is a party, (ii) seeking to prevent required for the consummation of any by Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or cannot be obtained prior to the actual performance by Servicer of its obligations under this Agreement and except where the lack of such consent, approval, authorization or any of the other Basic Documents to which the Servicer is a party, (iii) seeking any determination or ruling that could reasonably be expected to order would not have a material and adverse effect on the performance by the ability of Servicer of to perform its obligations under, or the validity or enforceability of, under this Agreement or any of the other Basic Documents to which the Servicer is a party, or (iv) relating to the Servicer and which might adversely affect the Federal or state income tax attributes of the NotesAgreement. e. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents); nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties.

Representations and Warranties of Servicer. The Servicer represents and warrants to the Subservicer on the date of this Agreement: a. 1. The Servicer is a corporation duly incorporated and organized, validly existing as a corporation under the laws of the State of Delaware and in good standing under the laws of the State of DelawareDelaware and is duly qualified to do business, and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified; it is or will be in compliance with the laws of each state to the extent necessary to perform its obligations under this Agreement. The Servicer has full power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. b. The Servicer has the power and authority to execute and deliver enter into this Agreement and to carry out its terms; the provisions of this Agreement. 2. This Agreement and all other instruments or documents to be delivered hereunder or pursuant hereto, and the executiontransactions contemplated hereby, delivery and performance of this Agreement have been duly authorized by all necessary corporate proceedings of the Servicer. This Agreement has been duly and validly executed and delivered by the Servicer by all necessary actionand is a valid and legally binding agreement of the Servicer enforceable in accordance with its terms. 3. No registration with or approval of any governmental agency is required for the due The execution and delivery by, and enforceability against, of this Agreement by the Servicer hereunder and the compliance by the Servicer with all provisions of this AgreementAgreement do not conflict with or violate any applicable law, regulation or order and do not conflict with or result in a breach of or default under any of the terms or provisions of any contract or agreement to which the Servicer is subject or by which it or its property is bound, nor does such execution, delivery or compliance violate the Certificate of Incorporation or By-laws of the Servicer. c. 4. This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency and insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by equitable principleslimitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law. d. 5. There are no proceedings or investigations pending, pending or, to the Servicer’s best 's knowledge, threatenedthreatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties: properties (iA) asserting the invalidity of this Agreement or any of the other Basic Documents to which the Servicer is a partyCredit Documents, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which the Servicer is a partyCredit Documents, or (iiiC) seeking any determination or ruling that could reasonably be expected to have a material might materially and adverse effect on adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Credit Documents to which or (D) that could have a material adverse effect on the Serviced Assets. 6. The Servicer is a partynot required to obtain the consent of any other party or any consent, license, approval or authorization, or (iv) relating to registration or declaration with, any governmental authority, bureau or agency in connection with the Servicer and execution, delivery, performance, validity or enforceability of this Agreement which might adversely affect the Federal or state income tax attributes of the Noteshas not already been obtained. e. 7. The consummation of Servicer has in place the transactions contemplated by this Agreement errors and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Servicer, or any indenture, agreement or other instrument omissions and/or blanket crime policies required to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties maintained pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents); nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its propertiesArticle III.

Representations and Warranties of Servicer. The Servicer represents makes the following representations and warrants warranties to the Subservicer on Company as of the date of this Agreement, and as of the date each Receivable becomes subject to this Agreement: a. The (a) Servicer is duly incorporated and a corporation, validly existing as a corporation under the laws of the State of Delaware and in good standing under the laws of the State state of DelawareFlorida. Servicer is duly qualified and in good standing in each state where the nature of its business or the character of its properties makes such qualification and good standing necessary, with except where the failure to be so qualified or in good standing could not reasonably be expected to result in a Material Adverse Effect and Servicer is taking all commercially reasonable actions necessary to remedy such failure to be so qualified or in good standing. Servicer is licensed and registered, in each state where the nature of its business or the character of its properties makes such licensing or registration necessary. (b) Servicer has the full power and authority to own its properties service the Receivables and related Accounts hereunder and to conduct execute, deliver and perform its business as such properties are currently owned obligations under, and such business is presently conducted. b. The to enter into and consummate all transactions contemplated by, this Agreement. Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and duly authorized the execution, delivery and performance of this Agreement have been Agreement, has duly authorized by the Servicer by all necessary action. No registration with or approval of any governmental agency is required for the executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery byby Company, and enforceability against, the Servicer of this Agreement. c. This Agreement constitutes a legal, valid and binding obligation of the Servicer Servicer, enforceable against it in accordance with its terms subject to except as enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and subject to equitable principlesgeneral principles of equity (regardless of whether considered in a proceeding in equity or at law). d. (c) The execution and delivery of this Agreement by Servicer and the performance of and compliance with the terms of this Agreement will not (i) violate Servicer’s organizational documents, (ii) constitute a default under, or result in a breach or acceleration of, any material contract, agreement or other instrument to which Servicer is a party or which may be applicable to Servicer or its assets where such default, breach or acceleration could reasonably be expected to have a Material Adverse Effect, (iii) violate any Laws applicable to Servicer or its assets or (iv) impair the ability of Company to enforce the Receivables or related Accounts, impair the value of the Receivables, or impair the ability of Company to realize the full benefits accruing pursuant to this Agreement. (d) Servicer is (A) in compliance in all material respects with all Laws applicable to Servicer that relate to the Receivables or Servicer’s performance of the Services or its other obligations under this Agreement and (B) except where such failure to be in compliance could not reasonably be expected to have a Material Adverse Effect, in compliance with all other Laws applicable to Servicer or its assets. (e) There are no proceedings Claims or investigations Proceedings pending, or, or to the Servicer’s best knowledge, threatened, threatened against or affecting Servicer before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties: Governmental Authority (i) asserting the invalidity of that might prohibit its entering into this Agreement or any of the other Basic Documents to which the Servicer is a partyAgreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which the Servicer is a partyAgreement, (iii) seeking asserting the invalidity of this Agreement, any determination Receivable or ruling Account Document or (iv) that could reasonably be expected to have a material and adverse effect Material Adverse Effect on the performance by Servicer or on the Servicer timing of its obligations underany payments or prepayments of, or the validity or enforceability of, any Receivables. (f) No consents, licenses, registrations, permits, approvals, authorizations or orders of any Governmental Authority (“Permits”) are required for the operation of Servicer’s business or the execution, delivery and performance by Servicer of, or compliance by Servicer with, this Agreement or any the consummation of the other Basic Documents transactions contemplated by this Agreement, except for such Permits, if any, that have been obtained by Servicer prior to which the date hereof. Throughout the term of this Agreement, Servicer is a partyshall comply with and maintain in full force and effect all such Permits. All such Permits are in full force and effect, no violations are or have been recorded with respect to any such Permits, and there are no Proceedings pending or, to Servicer’s knowledge, threatened that may terminate, revoke, or limit any such Permits. (ivg) relating to the Servicer and which might adversely affect the Federal or state income tax attributes The performance of the Notes. e. The Services and the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Servicer. (h) Servicer has the facilities, procedures and experienced personnel necessary for the servicing of the Receivables in accordance with this Agreement and Customary Servicing Procedures, and no event has occurred (including, but not limited to, any change in insurance coverage) which would make Servicer unable to comply with Customary Servicing Procedures. (i) Servicer has disclosed to Company all agreements, instruments and corporate or other restrictions to which it or any of its Affiliates is subject that, individually or in the aggregate, would result in a Material Adverse Effect on servicing of the Receivables under this Agreement. (j) All monthly servicer reports, information, exhibits, financial statements, documents, books, data files or other reports furnished or to be furnished by the Servicer to the Company in connection with this Agreement or any other Program Agreement are accurate, true and correct in all material respects. The Servicing Manual delivered to Company is a complete, true and correct copy of the Servicing Manual. (k) Servicer’s chief place of business, its chief executive office and the fulfillment of the terms hereof will not conflict with, result office in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result maintains its books and records are located in the creation State of Florida. Servicer’s registered office and the jurisdiction of organization of the Servicer is the jurisdiction referred to in Section 9(a). (l) Servicer has filed all federal and material state income tax returns and all other material tax returns which are required to be filed by it, if any, and has paid all taxes shown to be due and payable on such returns, if any, or imposition pursuant to any assessment received by any such Person, other than any such taxes, assessments or charges that are being contested in good faith by appropriate proceedings and for which appropriate reserves in accordance with GAAP have been established. (m) Servicer is not Insolvent and is not the subject of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents); nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its propertiesInsolvency Event.

Representations and Warranties of Servicer. The Servicer represents represents, warrants and warrants covenants to the Subservicer on Owner, as of the date of this AgreementAgreement and as of each Closing Date or as of such other date specified below, that: a. The (i) Servicer (a) is a corporation, duly incorporated and incorporated, validly existing as a corporation under the laws of the State of Delaware and in good standing under the laws of the State of Delaware, (b) has all licenses necessary to carry on its business as now being conducted, (c) has all material licenses and is qualified and in good standing under the laws of each state where a Mortgaged Property is located unless not required under applicable law to effect such qualification (with no demand for such qualification having been made upon Servicer by any such state), and (d) is in compliance with the laws of any such state to the extent necessary to permit the enforcement of Owner's rights (either directly or through a Subservicer) under each Mortgage Loan and to permit the servicing of the Mortgage Loans in accordance with the terms of this Agreement. (ii) Servicer has the full power and authority to own its properties and hold each Mortgage Loan, to conduct its business as such properties are currently owned and such business is presently conducted. b. The Servicer has the power and authority service each Mortgage Loan, to execute and deliver this Agreement Agreement, and to carry out its terms; enter into and consummate all transactions contemplated by this Agreement. Servicer has duly authorized the execution, delivery and performance of this Agreement have been Agreement, has duly authorized by the Servicer by all necessary action. No registration with or approval of any governmental agency is required for the executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery byby Owner and the enforceability against Owner, and enforceability against, the Servicer of this Agreement. c. This Agreement constitutes a legal, valid and binding obligation of the Servicer Servicer, enforceable against it in accordance with its terms subject to terms, except as the enforceability thereof may be limited by bankruptcy, insolvency and insolvency, liquidation, moratorium reorganization or other similar laws affecting creditors’ the rights of creditors generally and subject to equitable principlesor by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. d. There are no proceedings or investigations pending, or, to the Servicer’s best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which the Servicer is a party, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Servicer is a party, or (iv) relating to the Servicer and which might adversely affect the Federal or state income tax attributes of the Notes. e. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Servicer's business and the fulfillment of the terms hereof will not conflict with, with or result in any a breach of any of the terms and terms, conditions or provisions of, nor constitute (with of Servicer's certificate of incorporation or without notice or lapse of time or both) a default under, the bylaws of the Servicer, by-laws or any indenture, legal restriction or any agreement or other instrument to which the Servicer is a now party or by which it shall be is bound; nor , or constitute a material default or result in an acceleration under any of the foregoing, or result in the creation or imposition violation of any Lien upon any law, rule, regulation, order, judgment or decree to which Servicer or its property is subject. (iv) Servicer is an approved seller/servicer for Fannie Mae or Freddie Mac in good standing and is a mortgag▇▇ ▇▇▇roved by the ▇▇cretary of its properties Housing and Urban Development pursuant to Section 203 of the terms of any such indentureNational Housing Act. No event has occurred that would render Servicer unable to comply with Fannie Mae or Freddie Mac eligibility requirements or that ▇▇▇▇▇ require notificat▇▇▇ to either Fannie Mae or Freddie Mac. (v) Servicer has no re▇▇▇▇ ▇r cause ▇▇ ▇▇▇▇eve that it cannot perform each covenant contained in this Agreement. (vi) There is no action, agreement suit, proceeding or other instrument (other than this Agreement and the other Basic Documents); nor violate any law investigation pending or, to the best of the Servicer’s 's knowledge, any orderthreatened, rule against Servicer that, in Servicer's judgment, if determined adversely to Servicer, would materially and adversely affect the validity or regulation applicable enforceability of this Agreement or the ability of Servicer to perform its obligations hereunder in accordance with the Servicer terms hereof. (vii) No consent, approval, authorization or order of any court or governmental authority is required for the execution and delivery of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the this Agreement by Servicer or for the performance by Servicer of its propertiesobligations hereunder, other than such consent, approval, authorization or order as has been obtained prior to the Closing Date. (viii) Seller has, in its capacity as servicer for each Mortgage Loan, caused to be fully furnished, 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. Servicer shall indemnify Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of Servicer's representations and warranties contained in this Section 3.01. It is understood and agreed that the obligations of Servicer set forth in this Section 3.01 to indemnify Owner as provided above constitute the sole remedies of Owner respecting a breach of the foregoing representations and warranties.