Common use of Representations and Warranties of the Master Servicer Clause in Contracts

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery of, performance under and compliance with this Agreement, will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master 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 decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer Servicer, in such capacity, hereby represents represents, warrants and warrants covenants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, [_______] validly existing and in good standing under the laws of the State of Ohio[_______], and the Master Servicer is in compliance with the laws of each State state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery ofof this Agreement by the Master Servicer, and the performance under and compliance with the terms of this AgreementAgreement by the Master Servicer, will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which is applicable to it is bound, which default or breach, in the good faith and reasonable judgment any of the Master Servicer, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicerassets. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' (including bank creditors') rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master Servicer is not in violation of, and its execution and delivery of, of this Agreement and its performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No consentlitigation is pending or, approvalto the best of the Master Servicer's knowledge, authorization or order threatened, against the Master Servicer, the outcome of any state or federal court or governmental agency or body is required for which, in the consummation by Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations from entering into this Agreement or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending orAny consent, to approval, authorization or order of any court or governmental agency or body required under federal or state law for the best of the Master Servicer's knowledgeexecution, threatened against delivery and performance by the Master Servicer that, if determined adversely to the Master Servicer, would prohibit of or compliance by the Master Servicer from entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under with this Agreement or the financial condition consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Master ServicerServicer under this Agreement. (viii) The Master Servicer has errors and omissions possesses all insurance in the amounts and with the coverage required by pursuant to Section 3.07(d)3.07(c) of this Agreement. (ix) The Master Servicer has examined each reviewed all Sub-Servicing Agreements in effect as of the Closing Date and will review all Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of it after the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respectsDate. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of a any breach of any of such the foregoing representations and warranties that materially and adversely affects the interests of the Certificateholders or any party heretowarranties, the party discovering such breach shall give prompt written notice thereof to each of the other parties hereto. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, Certificateholders as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the State United States of OhioAmerica, and the Master Servicer is in compliance with the laws of each State jurisdiction in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery ofof this Agreement by the Master Servicer, and the performance under and compliance with the terms of this AgreementAgreement by the Master Servicer, will do not violate the Master Servicer's organizational documents or constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which that is applicable to it is boundor any of its assets, which default or breach, in the Master Servicer's good faith and reasonable judgment of the Master Servicerjudgment, is likely to affect materially and adversely either affect the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master Servicer is not in violation of, and its execution and delivery of, of this Agreement and its performance under and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, that would prohibit the Master Servicer from entering into this Agreement or thator, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viiivii) The Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d3.07(c). None of the Master Servicer or any of its officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such coverage or insurance. (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed. (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party of the parties hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any Each successor Master Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of OhioCalifornia, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery of, performance under and compliance with this Agreement, will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (iii) The Master Servicer has the full corporate power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master 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 decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer thatthe outcome of which, if determined adversely to in the Master Servicer's reasonable judgment, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the CertificateholdersCertificateholders and the Companion Loan Holder(s), as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the State United States of OhioAmerica, and the Master Servicer is in compliance with the laws of each State jurisdiction in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery ofof this Agreement by the Master Servicer, and the performance under and compliance with the terms of this AgreementAgreement by the Master Servicer, will do not violate the Master Servicer's organizational documents or constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which that is applicable to it is boundor any of its assets, which default or breach, in the Master Servicer's good faith and reasonable judgment of the Master Servicerjudgment, is likely to affect materially and adversely either affect the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master Servicer is not in violation of, and its execution and delivery of, of this Agreement and its performance under and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, that would prohibit the Master Servicer from entering into this Agreement or thator, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viiivii) The Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of the Serviced Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d3.07(c). None of the Master Servicer or any of its officers or employees that is involved in the servicing or administration of the Serviced Loans has been refused such coverage or insurance. (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed. (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Serviced Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party of the parties hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any Each successor Master Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents represents, warrants and warrants covenants to each of the other parties hereto Indenture Trustee, the Note Insurer and for to the benefit of the Certificateholders, Class C Noteholders as of the Closing Date, Date that: (ia) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of OhioDelaware, is, and the Master each Sub-Servicer is is, in compliance with the laws of each State state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and enable it to perform its obligations hereunder and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. The Master Servicer and each Sub-servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. The Master Servicer has, on a consolidated basis with its parent, AMHC, equity of at least $5,000,000, as determined in accordance with generally accepted accounting principles. (iib) The Master Servicer's execution and delivery of, of this Agreement by the Master Servicer and its performance under and compliance with the terms of this Agreement, Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Master Servicer and will not violate the Master Servicer's organizational documents Articles of Incorporation 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 material contract, agreement or other material instrument to which it the Master Servicer is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement is bound or the financial condition violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master ServicerServicer or any of its properties. (iiic) The Master Servicer has This Agreement and the full power and authority other Operative Documents to enter into and consummate all transactions involving which the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreementis a party, assuming due authorization, execution and delivery by each of the other parties heretohereto and thereto, each constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and or other similar laws affecting the enforcement of creditors' rights generally, generally and (B) by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law). (vd) The Master Servicer is not in violation of, and its execution and delivery of, performance under and compliance default with this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer.governmental (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (viie) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, which litigation might have consequences that would prohibit the Master Servicer from its entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, any other Operative Document to which it is likely to a party or that would materially and adversely affect either the ability condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to perform which the Master Servicer is a party. (f) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Operative Documents or which are attributed to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Master Servicer not misleading. (g) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the Master Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Master Servicer and the performance by the Master Servicer of its obligations under this Agreement or and such of the financial condition other Operative Documents to which it is a party. (h) The collection practices used by the Master Servicer with respect to the Mortgage Loans directly serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage loan servicing business. (i) The transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer. (viiij) The terms of each existing Sub-Servicing Agreement and each designated Sub-servicer are acceptable to the Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each of the any new Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such or Sub-Servicing Agreement complies servicers will comply with the requirements provisions of Section 3.22(a) in all material respects. (b) The representations 4.3. It is understood and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties agreed that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in this Section 2.05(a), subject to such appropriate modifications 3.2 shall survive delivery of the Mortgage Loans to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organizationIndenture Trustee.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents represents, warrants and warrants covenants to each of the other parties hereto Trustee, the Certificate Insurer and for the benefit of the Certificateholders, Owners that as of the Closing Date, thatStartup Day: (ia) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of OhioDelaware, is, and the Master each Sub-Servicer is is, in compliance with the laws of each State state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and enable it to perform its obligations hereunder and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary, except where to failure to so qualify would not have a material adverse effect on the Master Servicer, the Sub-Servicer, if applicable, the Owners, the Trust or the Certificate Insurer. The Master Servicer and each Sub-Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. [Either the Master Servicer or a Sub-Servicer is designated as an approved seller-servicer by FNMA for first and second mortgage loans and has combined equity and subordinated debt of at least $1,500,000, as determined in accordance with generally accepted accounting principles.] (iib) The Master Servicer's execution and delivery of, of this Agreement by the Master Servicer and its performance under and compliance with the terms of this Agreement, Agreement have been duly authorized by all necessary corporate action on the part of the Master Servicer and will not (i) violate the Master Servicer's organizational documents Certificate of Incorporation or Bylaws (ii) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or by which it the Master Servicer is boundbound or (iii) violate any statute or any order, which default rule or breachregulation of any court, in governmental agency or body or other tribunal having jurisdiction over the good faith and reasonable judgment Master Servicer or any of its properties, except where the failure to so comply would not have a material adverse effect on the Master Servicer, is likely the Owners, the Trust or the Certificate Insurer. (c) This Agreement and the Operative Documents to affect materially and adversely either the ability of which the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreementis a party, assuming due authorization, execution and delivery by each of the other parties heretohereto and thereto, each constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereofhereof and thereof, subject to (A) except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and or other similar laws affecting the enforcement of creditors' rights generally, generally and (B) by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law). (vd) The Master Servicer is not in violation of, and its execution and delivery of, performance under and compliance default with this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect default might have consequences that would materially and adversely either affect the ability condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under the other Operative Documents to perform its obligations under this Agreement or the financial condition of which the Master ServicerServicer is a party. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (viie) No litigation is pending with respect to which the Master Servicer has received service of process or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer thatwhich litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which the Master Servicer is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and the other Operative Documents to which the Master Servicer is a party. (f) No certificate of an officer, if determined adversely statement furnished in writing or report delivered pursuant to the terms hereof by the Master Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Operative Document or which are attributed to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Master Servicer, would prohibit in light of the circumstances under which they were made, not misleading. (h) The Servicing Fee is a "current (normal) servicing fee rate" as that term is used in Statement of Financial Accounting Standards No. 65 issued by the Financial Accounting Standards Board. Neither the Master Servicer from entering into this Agreement nor any affiliate thereof will report on any financial statements any part of the Servicing Fee as an adjustment to the sales price of the Mortgage Loans. (i) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or that, in obtained to or by the Master Servicer's good faith , as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and reasonable judgmentdelivery by the Master Servicer of the Operative Documents to which it is a party, is likely have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to materially any pending proceedings or appeals (administrative, judicial or otherwise) and adversely affect either the ability time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Master Servicer to perform and the performance by the Master Servicer of its obligations under this Agreement or the financial condition and such of the Master Servicerother Operative Documents to which it is a party. (viiij) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into collection practices used by the Master Servicer that will be in effect as of the Closing Date and each Sub-Servicer with respect to the Mortgage LoansLoans have been, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects, legal, proper, prudent and customary in the mortgage servicing business and in conformity with relevant FNMA guidelines. (bk) The Transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer. It is understood and agreed that the representations and warranties of the Master Servicer set forth in this Section 2.05(a) 3.02 shall survive the execution and delivery of this Agreement and shall inure the Mortgage Loans to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existenceTrustee. Upon discovery by any party hereto of the Depositor, the Seller, the Master Servicer, the Certificate Insurer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of such the representations and warranties that set forth in this Section 3.02 which materially and adversely affects the interests of the Certificateholders Owners or any party heretoof the Certificate Insurer, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor parties. Within 60 days of its discovery or its receipt of notice of breach, the Master Servicer shall cure such breach in all material respects and, upon the Master Servicer's continued failure to cure such breach, may thereafter be deemed removed by the Trustee pursuant to have madeSection 8.20 hereof; provided, as however, that if any party can establish to the reasonable satisfaction of the date of its successionCertificate Insurer that it is diligently pursuing remedial action, each then the cure period may be extended with the written approval of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organizationCertificate Insurer.

Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the other parties hereto that: (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation national banking association, duly organizedformed, validly existing and in good standing under the laws of the State United States of OhioAmerica and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer; (b) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; (c) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the Master Servicer is in fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a breach of any term or provision of charter and by-laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. Master Servicer or (ii) The Master Servicer's execution and delivery conflict with, result in a material breach, violation or acceleration of, performance under and compliance with this Agreement, will not violate the Master Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a default under, the breach of, terms of any other material agreement or other material instrument to which it the Master Servicer is a party or by which it is may be bound, which default or breachany statute, in order or regulation applicable to the good faith and reasonable judgment Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, is likely bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to affect or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely either affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (A) the ability of the Master Servicer to perform its obligations under this Agreement or (B) the business, operations, financial condition condition, properties or assets of the Master Servicer.Servicer taken as a whole; (iiid) The Master Servicer has the full power does not believe, nor does it have any reason or cause to believe, that it cannot perform each and authority to enter into every covenant made by it and consummate all transactions involving contained in this Agreement; (e) No litigation is pending against the Master Servicer contemplated by this Agreement, has duly authorized that would materially and adversely affect the execution, delivery and performance or enforceability of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity Agreement or at law. (v) The Master 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 decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform any of its other obligations under hereunder in accordance with the terms hereof; (f) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the financial condition of performance by the Master Servicer.Servicer of its obligations under, or validity or enforceability of, this Agreement; and (vig) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated hereinby this Agreement, except for those such consents, approvals, authorizations or orders orders, if any, that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, prior to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerClosing Date. (viii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio__________, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery of, performance under and compliance with this Agreement, Agreement will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which is applicable to it is boundor any of its assets, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master 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 decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the reasonable judgment of the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer, the outcome of which, in the Master Servicer's reasonable judgement, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's reasonable judgment, could reasonably be expected to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (viii) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or and except where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing as a limited partnership under the laws of the State of OhioDelaware, and the Master Servicer is in material compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery ofof this Agreement by the Master Servicer, and the performance under and compliance with the terms of this AgreementAgreement by the Master Servicer, will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which is applicable to it is boundor any of its assets, which default or breachdefault, in the Master Servicer's good faith and reasonable judgment of the Master Servicerjudgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (iii) The Master Servicer (and its general partner on its behalf ) has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master Servicer is not in violation of, and its execution and delivery of, of this Agreement and its performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, which would prohibit the Master Servicer from entering into this Agreement or thator, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viiivii) The Each officer or employee of the Master Servicer or its general partner that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d3.07(c). None of the Master Servicer, its general partner or any of their respective officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such coverage or insurance. (viii) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, expect for those consents, approvals, authorizations or orders that previously have been obtained. (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of on the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (x) The Master Servicing Fee is reasonable in light of the obligations and duties of the Master Servicer. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party of the parties hereto of a breach of any of such representations and warranties that which materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any Each successor Master Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization, and without regard to the references to general partner if such successor is not a partnership.

Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Trustee, the Servicer, the Certificate Insurer and to the Owners as of the Startup Day that: (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Ohio, and the America. The Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located has all requisite corporate power and authority to the extent necessary own and operate its properties, to ensure the enforceability of each Mortgage Loan carry out its business as presently conducted and as proposed to be conducted and to perform enter into and discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. (iib) The Master Servicer's execution and delivery of, of this Agreement by the Master Servicer and its performance under and compliance with the terms of this Agreement, Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary action on the part of the Master Servicer and will not violate the Master Servicer's organizational documents articles of association 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 material contract, agreement or other material instrument to which it the Master Servicer is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement is bound or the financial condition violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master ServicerServicer or any of its properties. (iiic) The Master Servicer has This Agreement and the full power and authority other Operative Documents to enter into and consummate all transactions involving which the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreementis a party, assuming due authorization, execution and delivery by each of the other parties heretohereto and thereto, each constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereofhereof and thereof, subject to (A) except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and or other similar laws affecting the enforcement of creditors' rights generally, generally and (B) by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law). (vd) The Master Servicer is not in violation of, and its execution and delivery of, performance under and compliance default with this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, agency which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect might have consequences that would materially and adversely either affect the ability condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under the other Operative Documents to perform its obligations under this Agreement or the financial condition of which the Master ServicerServicer is a party. (vie) No consentaction, approvalsuit, authorization proceeding or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation investigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer thatwhich, if determined individually or in the aggregate, might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or the Master Servicer's performance hereunder or under the other Operative Documents to which the Master Servicer is a party. (f) No certificate of an officer, statement furnished in writing or written report delivered pursuant to the terms hereof by the Master Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Prospectus Supplement which describe the Master Servicer are true and correct in all material respects, and such statements do not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Master Servicer not misleading. (h) To the best knowledge of the Master Servicer, no circumstances exist which would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform performing its obligations under this Agreement. (i) The transactions contemplated by this Agreement or are in the financial condition ordinary course of business of the Master Servicer. (viii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents represents, warrants and warrants covenants to each of the other parties hereto Indenture Trustee, the Sponsor, the Insurer and for to the benefit of the Certificateholders, Class A Noteholders as of the Closing Date, Date that: (ia) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of OhioDelaware, and the Master Servicer is is, in compliance with the laws of each State state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and enable it to perform its obligations hereunder and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. The Master Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. The Master Servicer has, on a consolidated basis with its parent, AMHC, equity of at least $5,000,000, as determined in accordance with generally accepted accounting principles. (iib) The Master Servicer's execution and delivery of, of this Agreement by the Master Servicer and its performance under and compliance with the terms of this Agreement, Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Master Servicer and will not violate the Master Servicer's organizational documents Articles of Incorporation 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 material 32 41 contract, agreement or other material instrument to which it the Master Servicer is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement is bound or the financial condition violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master ServicerServicer or any of its properties. (iiic) The Master Servicer has This Agreement and the full power and authority other Operative Documents to enter into and consummate all transactions involving which the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreementis a party, assuming due authorization, execution and delivery by each of the other parties heretohereto and thereto, each constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and or other similar laws affecting the enforcement of creditors' rights generally, generally and (B) by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law). (vd) The Master Servicer is not in violation of, and its execution and delivery of, performance under and compliance default with this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect might have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to perform its obligations under this Agreement or the financial condition of which the Master ServicerServicer is a party. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (viie) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, which litigation might have consequences that would prohibit the Master Servicer from its entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, any other Operative Document to which it is likely to a party or that would materially and adversely affect either the ability condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to perform which the Master Servicer is a party. (f) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the Master Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Master Servicer and the performance by 33 42 the Master Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (g) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Master Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (h) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Operative Documents or which are attributed to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statement contained therein with respect to the Master Servicer not misleading. To the best of the Master Servicer's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading. (i) The Servicing Fee is a "current (normal) servicing fee rate" as that term is used in Statement of Financial Accounting Standards No. 65 issued by the Financial Accounting Standards Board. Neither the Master Servicer nor any affiliate thereof will report on any financial condition statements any part of the Servicing Fee as an adjustment to the sales price of the Mortgage Loans. (j) The collection practices used by the Master Servicer with respect to the Mortgage Loans directly serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage loan servicing business. (k) The transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer. (viiil) The terms of each existing Sub-Servicing Agreement and each designated Sub-Servicer are acceptable to the Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each of the any new Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such or Sub-Servicing Agreement complies Servicers will comply with the requirements provisions of Section 3.22(a) in all material respects. (b) The 4.1. It is understood and agreed that the representations and warranties of the Master Servicer set forth in this Section 2.05(a) 3.2 shall survive the execution and delivery of this Agreement and shall inure the Mortgage Loans to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existenceIndenture Trustee. Upon discovery by any party hereto the Master Servicer, the Sponsor, the Insurer or the Indenture Trustee of a breach of any of such the representations and warranties that set forth in this Section 3.2 which materially and adversely affects the interests of the Certificateholders Class A Noteholders or any party heretoof the Insurer, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.written

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Original Closing DateDate and the Sequel Closing Dates unless otherwise stated below, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing as a limited liability company under the laws of the State of OhioDelaware, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery ofof this Agreement by the Master Servicer, and the performance under and compliance with the terms of this AgreementAgreement by the Master Servicer, will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which is applicable to it is boundor any of its assets, which default or breachdefault, in the Master Servicer's good faith and reasonable judgment of the Master Servicerjudgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master Servicer is not in violation of, and its execution and delivery of, of this Agreement and its performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, which would prohibit the Master Servicer from entering into this Agreement or thator, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viiivii) The Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d3.07(c). (ix) The Master Servicer has examined each . None of the Sub-Servicing Agreements entered into by the Master Servicer or, any of its officers or employees that will be is involved in effect as the servicing or administration of the Closing Date with respect to the Mortgage Loans, and each Loans has been refused such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respectscoverage or insurance. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party of the parties hereto of a breach of any of such representations and warranties that which materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any Each successor Master Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the State United States of OhioAmerica, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery ofof this Agreement by the Master Servicer, and the performance under and compliance with the terms of this AgreementAgreement by the Master Servicer, will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which is applicable to it is boundor any of its assets, which default or breachdefault, in the Master Servicer's good faith and reasonable judgment of the Master Servicerjudgment, is likely to affect materially and adversely either affect the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master Servicer is not in violation of, and its execution and delivery of, of this Agreement and its performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, which would prohibit the Master Servicer from entering into this Agreement or thator, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viiivii) The Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d3.07(c). None of the Master Servicer or, any of its officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such coverage or insurance. (ixviii) The Master Servicer has examined each of No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the Sub-Servicing Agreements entered into consummation by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loanstransactions contemplated herein, except for those consents, approvals, authorizations and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respectsorders that previously have been obtained and those filings and registrations that previously have been completed. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party of the parties hereto of a breach of any of such representations and warranties that which materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any Each successor Master Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio__________, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery of, performance under and compliance with this Agreement, Agreement will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which is applicable to it is boundor any of its assets, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master 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 decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the reasonable judgment of the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer, the outcome of which, in the Master Servicer's reasonable judgement, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's reasonable judgment, could reasonably be expected to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by SECTION 3.07(D). (viii) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or and except where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, _______________ and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery of, performance under and compliance with this Agreement, will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which it is bound, which default breach or breachdefault, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master 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 decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreementobtained. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viii) The Each officer, director or employee of the Master Servicer has with responsibilities concerning the servicing and administration of any Mortgage Loan is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each There is no event, condition or circumstance in existence that constitutes (or, with notice or lapse of time, or both, would constitute) an Event of Default on the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (b) The representations and warranties part of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties heretoServicer. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing as a limited partnership under the laws of the State of OhioDelaware, and the Master Servicer is in material compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Master Servicer's execution and delivery ofof this Agreement by the Master Servicer, and the performance under and compliance with the terms of this AgreementAgreement by the Master Servicer, will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which is applicable to it is boundor any of its assets, which default or breachdefault, in the Master Servicer's good faith and reasonable judgment of the Master Servicerjudgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (iii) The Master Servicer (and its general partner on its behalf) has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Master Servicer is not in violation of, and its execution and delivery of, of this Agreement and its performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, which would prohibit the Master Servicer from entering into this Agreement or thator, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (viiivii) The Each officer or employee of the Master Servicer or its general partner that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d3.07(c). None of the Master Servicer, its general partner or any of their respective officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such coverage or insurance. (viii) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, expect for those consents, approvals, authorizations or orders that previously have been obtained. (ix) The Master Servicer is currently modifying its computer systems and expects that, by July 31, 1999, it will be "Year 2000 Ready" to a degree that its operations and ability to perform its obligations under this Agreement will not be materially and adversely affected by the occurrence of calendar year 2000. The Master Servicer is also assessing whether its key vendors and subcontractors will be "Year 2000 Ready". (x) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of on the Closing Date with respect to the Mortgage Loans, and each such Sub-Sub- Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (xi) The Master Servicing Fee is reasonable in the light of the obligations and duties of the Master Servicer. (b) The representations and warranties of the Master Servicer set forth in Section 2.05(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party of the parties hereto of a breach of any of such representations and warranties that which materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any Each successor Master Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization, and without regard to the references to general partner if such successor is not a partnership.

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, Date that: (ia) The Master Servicer has been duly organized and is a corporation duly organized, validly existing and as a in good standing under the laws of the State of Ohio, with full power and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located authority to the extent necessary to ensure the enforceability of each Mortgage Loan own its assets and to perform conduct its obligations under this Agreementbusiness as presently being conducted. (ii) The Master Servicer's execution and delivery of, performance under and compliance with this Agreement, will not violate the Master Servicer's organizational documents 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 material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer. (iiib) The Master Servicer has the full power and authority to enter into execute and consummate all transactions involving the Master Servicer contemplated by deliver this AgreementAgreement and to perform its obligations hereunder, has duly authorized and the execution, delivery and performance of this Agreement, and has duly executed and Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Master Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. (ivc) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, Agreement constitutes a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereofits terms, subject to (A) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and or other similar laws now or hereafter in effect affecting the enforcement of creditors' ’ rights generally, in general and (B) except as such enforceability may be limited by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding at law or in equity or at lawequity). (vd) The None of the execution and delivery of this Agreement, the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, articles of incorporation or by-laws or any legal restriction or any agreement or instrument to which the Master Servicer is not in violation ofnow a party or by which it is bound, and its execution and delivery of, performance under and compliance with this Agreement will not or constitute a default or result in the violation of, of any law, any order rule, regulation, order, judgment or decree of any court to which the Master Servicer or arbiterits property is subject, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either impair the ability of the Master Servicer Trust to perform its obligations under this Agreement realize on the Mortgage Loans, or impair the financial condition value of the Master ServicerMortgage Loans. (vie) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement as evidenced by the consummation of the transactions contemplated hereinby this Agreement, except for those consentsor if required, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a has been obtained prior to the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Master Servicer which, either individually or in the aggregate, may result in any material adverse effect change in the business, operations, financial condition, properties or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Master Servicer to perform its obligations under the terms of this Agreement. (viig) No litigation The Master Servicer is pending oran approved servicer of conventional residential mortgage loans for ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac, to with the best facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Master Servicer's knowledge, threatened against same type as the Mortgage Loans. The Master Servicer that, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability an Affiliate of the Master Servicer is a HUD-approved mortgagee pursuant to perform its obligations under this Agreement or the financial condition Section 203 of the Master Servicer. (viii) The Master Servicer National Housing Act and is in good standing to service mortgage loans for ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac, and no event has errors and omissions occurred, including but not limited to a change in insurance in the amounts and with the coverage required by Section 3.07(d). (ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by coverage, which would make the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects. (b) The representations and warranties or an Affiliate of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure unable to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders comply with ▇▇▇▇▇▇ Mae or any party hereto, the party discovering such breach shall give prompt written notice ▇▇▇▇▇▇▇ Mac eligibility requirements or which would require notification to each of the other parties heretoeither ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac. (c) Any successor Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.