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

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date: (a) The Servicer is a corporation duly chartered and validly existing in good standing under the laws of the State of New Jersey, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualification; (b) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders that that, as of the Closing Datedate of execution of this Agreement: (a) The the Servicer is a corporation duly chartered formed and validly existing in good standing under the laws of the State of New Jersey, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualificationDelaware; (b) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This this Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The the Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and; (e) No no litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; and (f) as long as the Servicer has any obligations to service the Loans hereunder (and it has not assigned such obligations pursuant to Section 3.1(c)), it shall be a FNMA or a FHLMC-qualified servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 2.7 shall survive the issuance and delivery of the Certificates and shall be continuing respective Mortgage Files to the Trustee, or to a Custodian, as long as any Certificate shall be outstanding or this Agreement has been terminatedthe case may be.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Depositor, the Trustee for and the benefit of the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation limited liability company duly chartered formed and validly existing in good standing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Property is located to the State of New Jersey, extent necessary to enable it to perform its obligations hereunder and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct nature of its business requires or the properties owned or leased by it make such qualification;qualification necessary. The Servicer has all requisite limited liability company 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 Agreement and the other Operative Documents to which the Servicer is a party. (b) The execution and delivery of this Agreement and any other Operative Document to which it is a party by the Servicer and its performance and compliance with the terms hereof and thereof have been duly authorized by all necessary limited liability company action on the part of this Agreement the Servicer and will not violate the Servicer's corporate charter ’s certificate of formation or by-laws limited liability company agreement 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the other Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' ’ rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or the consequences of which could materially and adversely affect its performance hereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer’s knowledge, threatened against the Servicer which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its the validity or the enforceability of the Home Equity Loans or the Servicer’s performance hereunder; andhereunder and under the other Operative Documents to which the Servicer is a party. (ef) No litigation The statements contained in the Registration Statement which describe the Servicer or matters or activities for which the Servicer is pending or, responsible in accordance with the Operative Documents or which are attributed to the best 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 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 Servicer not misleading. (g) 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 Servicer nor any Affiliate thereof will report on any financial statements any part of the Servicer's knowledgeServicing Fee as an adjustment to the sales price of the Home Equity Loans. (h) All actions, threatened against 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the Servicer of the Operative Documents to which would prohibit its entering into 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 or performing and the other Operative Documents on the part of the Servicer and the performance by the Servicer of its obligations under this AgreementAgreement and such of the other Operative Documents to which it is a party. (i) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (k) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation, in any such case which could materially adversely impact the financial condition or operations of the Servicer or adversely impact the Servicer’s performance of its obligations under the Operative Documents. (l) There are no Sub-Servicers as of the Startup Day. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Trustee. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Sub-Servicer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners, the party discovering such breach shall be continuing give prompt written notice to the other parties. As promptly as long as practicable, but in any Certificate event within 60 days of its discovery or its receipt of notice of breach, the Servicer shall be outstanding or this Agreement has been terminatedcure such breach in all material respects.

Representations and Warranties of the Servicer. The Servicer (a) KeyBank National Association, as Servicer, hereby represents and warrants toto the other parties hereto, and covenants with, the Trustee for the benefit of the Certificateholders Trust Interest Owners, that as of the Closing Date: (ai) The Servicer it is a corporation national banking association, duly chartered organized, validly existing, and validly existing is in good standing under the laws of the State of New JerseyUnited States; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan in good standing in each jurisdiction in which accordance with the ownership or lease or terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to execute, deliver, perform and comply with its properties or the conduct of its business requires such qualificationobligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will shall not violate the Servicer's corporate charter its organizational documents or by-laws any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral; (ciii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, this Agreement constitutes a its valid, legal legal, and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally and to generally, (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations; (div) The Servicer is not in default it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) this Agreement has been duly executed and delivered by it; (vi) all consents, approvals, authorizations, orders or filings of or with respect to any order or decree of any court or any ordergovernmental agency or body, regulation if any, required for the execution, delivery and performance of this Agreement by it have been obtained or demand of any federalmade; (vii) there is no pending action, statesuit or proceeding, municipal arbitration or governmental agencyinvestigation against it, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations outcome of the Servicer or which, in its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending orreasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (viii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.5 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates parties hereto, the Trust Interest Owners and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedthe Companion Loan Holders.

Representations and Warranties of the Servicer. The Servicer hereby represents and warrants to, to the Depositor and covenants with, the Trustee for the benefit of the Certificateholders that as follows, as of the Closing Datedate hereof: (ai) The Servicer is a duly organized corporation duly chartered and is validly existing and in good standing under the laws of the State state of New Jerseyits incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer is duly qualified or registered as the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a foreign corporation legal, valid and binding obligation of the Servicer, enforceable against the Servicer in good standing in each jurisdiction in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which the ownership or lease or its properties or the conduct of its business requires such qualification;any proceeding therefor may be brought. (biii) The execution and delivery of this Agreement by the Servicer Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and its performance and the fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement business of the Servicer and will not violate (A) result in a material breach of any term or provision of the Servicer's corporate charter or by-laws of the Servicer or constitute (B) materially conflict with, result in a default (material breach, violation or an event which, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a material default under, the breach of, terms of any other material contract, agreement or other instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its assets;obligations under this Agreement. (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (div) The Servicer is not in default with respect to any order an approved servicer of conventional mortgage loans for FNMA or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; andFHLMC. (ev) No litigation is pending or, to the best of the Servicer's knowledge, threatened threatened, against the Servicer which that would prohibit its entering into materially and adversely affect the execution, delivery or enforceability of this Agreement or performing the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement. It Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is understood required for the execution, delivery and agreed that performance by the representations and warranties set forth in Servicer of, or compliance by the Servicer with, this Section 3.02 shall survive Agreement or the issuance and delivery consummation of the Certificates and shall be continuing as long as transactions contemplated hereby, or if any Certificate shall be outstanding such consent, approval, authorization or this Agreement order is required, the Servicer has been terminatedobtained the same.

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders that Issuer as of the Closing DateDate as follows: (a) The Servicer It is a corporation corporation, duly chartered and organized, validly existing and in good standing under the laws of the State its jurisdiction of New Jersey, incorporation or organization and the Servicer is duly qualified or registered as a foreign corporation to do business, and is in good standing standing, in each jurisdiction in which the ownership or lease or its properties or servicing of the conduct of its business Receivables and managing the related Equipment hereunder requires such qualification;it to be so qualified, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on the Servicer. (b) The execution It has the power and delivery of authority to execute and deliver this Agreement by and to perform the Servicer and its performance and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets;transactions contemplated hereby. (c) This AgreementAgreement has been duly authorized, assuming due authorization, execution executed and delivery delivered by the Trustee Servicer and the Depositorconstitutes its legal, constitutes a valid, legal valid and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting the enforcement enforceability of creditors' ’ rights generally and to general principles of equityequitable principles, regardless of whether such enforcement is considered applied in a proceeding at law or in equity or at law;equity. (d) The Servicer No consent of, notice to, filing with or permits, qualifications or other action by any Governmental Authority or any other party is required for the due execution, delivery and performance of this Agreement, other than consents, notices, filings and other actions which have been obtained or made or where the failure to get such consent or take such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Servicer. (e) There is no pending or, to its actual knowledge, threatened litigation of a material nature against or affecting it, in default with respect to any order or decree of any court or tribunal, before any order, regulation or demand arbitrator of any federalkind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement, state, municipal or governmental agency, which default (ii) seeking any determination or ruling that might have consequences that would materially and adversely affect the condition (financial validity or other) or operations enforceability of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date: (a) The Servicer is a corporation limited liability company duly chartered and validly existing in good standing under the laws of the State of New JerseyDelaware, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualification; (b) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate the Servicer's corporate charter certificate of formation or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.

Representations and Warranties of the Servicer. The Servicer represents and warrants to, to and covenants with, with the Trustee for the benefit of the Certificateholders Owner that as of the Closing Datedate hereof and as of each Effective Date or as of such other date specifically provided herein: (a) The Servicer is a corporation duly chartered and validly existing corporation in good standing under the laws of the State of New Jerseyits organization and is qualified to transact business in, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which under the ownership or lease or its properties or laws of, and possesses all licenses necessary for the conduct of its business requires in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such qualification;qualification or license and no demand for such qualification or license has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement. (b) The execution Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement by the Servicer Agreement, has duly executed and its performance delivered this Agreement, and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a validlegal, legal valid and binding obligation of the Servicer, enforceable against it in accordance with the its terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors' rights generally and to general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered specific performance. (c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Servicer’s articles of incorporation or by-laws or materially conflict with or result in a proceeding material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in equity an acceleration under any of the foregoing, or at result in the material violation of any law;, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (d) The Servicer There is not in default no litigation pending or, to the Servicer’s knowledge, threatened with respect to any order the Servicer which is reasonably likely to have a material adverse effect on the execution, delivery or decree enforceability of any court this Agreement, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might is reasonably likely to have consequences that would materially and adversely affect a material adverse effect on the financial condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; andServicer. (e) No litigation consent, approval, authorization or order of any court or governmental agency or body is pending orrequired for the execution, to the best of the Servicer's knowledge, threatened against delivery and performance by the Servicer which would prohibit its entering into of or compliance by the Servicer with this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery consummation of the Certificates and shall be continuing as long as any Certificate shall be outstanding or transactions contemplated by this Agreement has except for consents, approvals, authorizations and orders which have been terminatedobtained. (f) No written statement, report or other document furnished or to be furnished pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading.

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date: (a) The Servicer is a corporation limited liability company duly chartered and validly existing in good standing under the laws of the State of New JerseyDelaware, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualification; (b) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate the Servicer's corporate charter ’s certificate of formation or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of the Servicer's ’s knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders that that, as of the Closing Datedate of execution of this Agreement: (a) The the Servicer is a corporation duly chartered formed and validly existing in good standing under the laws of the State of New Jersey, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualificationDelaware; (b) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This this Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The the Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No no litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 2.7 shall survive the issuance and delivery of the Certificates and shall be continuing respective Mortgage Files to the Trustee, or to a Custodian, as long as any Certificate shall be outstanding or this Agreement has been terminatedthe case may be.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders that that, as of the Closing Datedate of execution of this Agreement: (a) The the Servicer is a corporation duly chartered formed and validly existing in good standing under the laws of the State of New Jersey, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualificationIllinois; (b) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This this Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The the Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and; (e) No no litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; and (f) as long as the Servicer has any obligations to service the Loans hereunder (and it has not assigned such obligations pursuant to Section 3.1(c)), it shall be a FNMA or a FHLMC-qualified servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 2.7 shall survive the issuance and delivery of the Certificates and shall be continuing respective Mortgage Files to the Trustee, or to a Custodian, as long as any Certificate shall be outstanding or this Agreement has been terminatedthe case may be.

Representations and Warranties of the Servicer. The Servicer (a) ▇▇▇▇▇ Fargo Bank, National Association, as Servicer, hereby represents and warrants to, to the other parties hereto and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date: (ai) The Servicer it is a corporation national banking association duly chartered organized, validly existing, and validly existing in good standing under the laws of the State of New JerseyUnited States; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Mortgaged Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan and the Companion Loans in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will not violate the Servicer's corporate charter its articles of association or by-laws laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation or default might would have consequences that would materially and adversely affect its ability to perform its obligations hereunder, or materially impair the condition (financial or other) or operations ability of the Servicer or its properties or might have consequences that would affect its performance hereunder; andTrust Fund to realize on the Collateral; (eiii) No litigation is pending orthis Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to the best application of the Servicer's knowledgerules of equity, threatened including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vi) there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the Servicer which would outcome of which, in its reasonable judgment, could reasonably be expected to prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (vii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect or is self-insuring with respect to such risks, which in either case, complies with the requirements of Section 3.11 hereof. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.5 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates parties hereto and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedthe Certificateholders.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Trustee, the Trustee for Certificate Insurer and to the benefit of the Certificateholders that Owners as of the Closing DateStartup Day that: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New Jersey, and the California. The Servicer is duly qualified or registered in compliance with the laws of each state in which any Property is located to the extent necessary to enable it to perform its obligations hereunder and is in good standing as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it, make such qualification necessary. The Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. The Servicer has equity of at least $20,000,000, as determined in accordance with generally accepted accounting principles. (b) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this 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 Servicer and will not violate the Servicer's corporate charter Articles of Incorporation or by-laws 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the other Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, agency which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; andhereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation action, suit, proceeding or investigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which which, individually or in the aggregate, might have consequences that would prohibit its entering into this Agreement or performing 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 Servicer or its properties or might have consequences that would materially and adversely affect the validity or the enforceability of the Mortgage Loans or the Servicer's performance hereunder or under the other Operative Documents to which the Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the 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 Servicer or matters or activities for which the Servicer is responsible in accordance with the Operative Documents or which are attributed to the 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 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 Servicer not misleading. With respect to matters other than those referred to in the immediately preceding sentence, to the best of the 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. (h) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the 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 Servicer and the performance by the Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (i) The collection practices used by the Servicer with respect to the Mortgage Loans directly serviced by it have been, and are in all material respects, legal, proper, prudent and customary in the mortgage loan servicing business. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (k) There are no Sub-Servicers as of the Startup Day. (l) The Servicer covenants that it will terminate any Sub-Servicer within ninety (90) days after being directed by the Certificate Insurer to do so. (m) There has been no material adverse change in any information submitted by the Servicer in writing to the Certificate Insurer. (n) To the best knowledge of the Servicer, no event has occurred which would allow any purchaser of the Class A Certificates not to be required to purchase the Class A Certificates on the Startup Day. (o) To the best knowledge of the Servicer, no document submitted by or on behalf of the Servicer to the Certificate Insurer contains any untrue or misleading statement of a material fact or fails to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (p) To the best knowledge of the Servicer, no material adverse change affecting any security for the Class A Certificates has occurred prior to delivery of and payment for the Class A Certificates. (q) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation which would materially and adversely impact the financial condition or operations of the Servicer or legal documents associated with the transaction contemplated in this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 3.2 shall survive the issuance and delivery of the Certificates Mortgage Loans to the Trustee. Upon discovery by any of the Originators, the Servicer, the Company, any Sub-Servicer, the Certificate Insurer or the Trustee of a breach of any of the representations and warranties set forth in this Section 3.2 or in Section 3.1 hereof which materially and adversely affects the interests of the Owners or of the Certificate Insurer, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the party making such representation or warranty as to the facts stated therein, the party discovering such breach shall give prompt written notice to the other parties hereto and the Certificate Insurer. Within 30 days of its discovery or its receipt of notice of breach, the breaching party shall cure such breach in all material respects and, if such breaching party is the Servicer and upon the Servicer's continued failure to cure such breach, the Servicer may be continuing as long as any removed by the Trustee or the Certificate shall Insurer pursuant to Section 8.20 hereof; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminatedextended with the written approval of the Certificate Insurer.

Representations and Warranties of the Servicer. The With respect to a Mortgage Loan Package, the Servicer represents and represents, warrants to, and covenants withto the Owner that, the Trustee for the benefit of the Certificateholders that as of the related Closing Date: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New Jersey, jurisdiction in which it is organized and the Servicer is duly qualified or registered as a foreign corporation and licensed to transact business in and is in good standing under the laws of each state where each Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loan in each jurisdiction accordance with the terms of this Agreement. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in which the ownership or lease or accordance with its properties or the conduct of its business requires such qualificationterm; (b) The execution Servicer has the full power and delivery of authority to (i) perform and enter into and consummate all transactions contemplated by this Agreement and (ii) to service each Mortgage Loan; (c) The consummation of the transactions contemplated by this Agreement are in the Servicer and its performance and ordinary course of business of the Servicer, which is in the business of servicing loans; (d) Neither the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement Agreement, will not violate conflict with or result in a breach of any of the terms, conditions or provisions of the Servicer's corporate charter certificate of limited partnership or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, partnership agreement or result in the a material breach of, of any legal restriction or any material contract, agreement or other instrument to which the Servicer is now a party or by which may be applicable it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which the Servicer or any of its assetsproperty is subject; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (de) The Servicer is not an approved servicer for ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac in default with respect to any order or decree of any court or any ordergood standing. No event has occurred, regulation or demand of any federal, state, municipal or governmental agencyincluding a change in insurance coverage, which default might have consequences that would make the Servicer unable to comply with ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac eligibility requirements; (f) There is no action, suit, proceeding, investiga­tion or litigation pending or, to the Servicer’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Servicer would materially and adversely affect the condition (financial Servicer’s ability to service the Mortgage Loans hereunder in accordance with the terms hereof, or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing ’s ability to perform its obligations under this Agreement. It ; (g) No consent, approval, authorization or order of any court or governmental agency or body is understood required for the execution, delivery and agreed performance by the Servicer, of or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date; (h) The Servicer acknowledges and agrees that the representations Servicing Fee represents reasonable compensation for performing such services and warranties set forth that the entire Servicing Fee shall be treated by the Servicer, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement; (i) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Section 3.02 shall survive Agreement; (j) The Servicer is a member of MERS in good standing, and will comply in all material respects with the issuance rules and delivery procedures of MERS in connection with the servicing of the Certificates Mortgage Loans registered with MERS; (k) The Servicer has serviced, and shall at all times service, the Mortgage Loans in accordance with the Acceptable Servicing Procedures, the Mortgage Note and applicable federal, state and local laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws, and the Servicer shall maintain in its possession, available for the Owner’s inspection and shall deliver to the Owner upon demand, evidence of compliance with all such requirements. All inspections, licenses and certificates required to be continuing as long as made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (l) The Servicer has fully furnished (or caused to be furnished), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, or any Certificate shall their successors and assigns (three of the credit repositories), on a monthly basis; and (m) No statement, report or other document prepared and furnished by the Servicer or to be outstanding or prepared and furnished by the Servicer pursuant to this Agreement has been terminatedin connection with the transactions contemplated hereby contain or will contain any untrue statement of fact or omit to state a fact necessary to make the statements contained therein not misleading.

Representations and Warranties of the Servicer. The Servicer (a) Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, hereby represents and warrants toto the other parties hereto, and covenants with, the Trustee for the benefit of the Certificateholders and the Companion Loan Holder(s), that as of the Closing Date: (ai) The Servicer it is a corporation national banking association, duly chartered organized, validly existing, and validly existing is in good standing under the laws of the State of New JerseyUnited States; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where any Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, perform and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will shall not violate the Servicer's corporate charter its organizational documents or by-laws any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral; (ciii) This this Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositorother parties hereto, constitutes a its valid, legal legal, and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally and to generally, (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations; (div) The Servicer is not in default it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) this Agreement has been duly executed and delivered by it; (vi) all consents, approvals, authorizations, orders or filings of or with respect to any order or decree of any court or any ordergovernmental agency or body, regulation if any, required for the execution, delivery and performance of this Agreement by it have been obtained or demand of any federalmade; (vii) there is no pending action, statesuit or proceeding, municipal arbitration or governmental agencyinvestigation against it, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations outcome of the Servicer or which, in its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending orreasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (viii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement; and (ix) to its actual knowledge, the Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.5 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates other parties hereto, the Certificateholders and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedthe Companion Loan Holder(s).

Representations and Warranties of the Servicer. The With respect to a Mortgage Loan Package, the Servicer represents and represents, warrants to, and covenants withto the Owner that, the Trustee for the benefit of the Certificateholders that as of the related Closing Date: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New Jersey, jurisdiction in which it is organized and the Servicer is duly qualified or registered as a foreign corporation and licensed to transact business in and is in good standing under the laws of each state where each Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loan in each jurisdiction accordance with the terms of this Agreement. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in which the ownership or lease or accordance with its properties or the conduct of its business requires such qualificationterm; (b) The execution Servicer has the full power and delivery of authority to (i) perform and enter into and consummate all transactions contemplated by this Agreement and (ii) to service each Mortgage Loan; (c) The consummation of the transactions contemplated by this Agreement are in the Servicer and its performance and ordinary course of business of the Servicer, which is in the business of servicing loans; (d) Neither the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement Agreement, will not violate conflict with or result in a breach of any of the terms, conditions or provisions of the Servicer's corporate charter certificate of limited partnership or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, partnership agreement or result in the a material breach of, of any legal restriction or any material contract, agreement or other instrument to which the Servicer is now a party or by which may be applicable it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which the Servicer or any of its assetsproperty is subject; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (de) The Servicer is not an approved servicer for ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac in default with respect to any order or decree of any court or any ordergood standing. No event has occurred, regulation or demand of any federal, state, municipal or governmental agencyincluding a change in insurance coverage, which default might have consequences that would make the Servicer unable to comply with ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac eligibility requirements; (f) There is no action, suit, proceeding, investiga-tion or litigation pending or, to the Servicer’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Servicer would materially and adversely affect the condition (financial Servicer’s ability to service the Mortgage Loans hereunder in accordance with the terms hereof, or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing ’s ability to perform its obligations under this Agreement. It ; (g) No consent, approval, authorization or order of any court or governmental agency or body is understood required for the execution, delivery and agreed performance by the Servicer, of or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date; (h) The Servicer acknowledges and agrees that the representations Servicing Fee represents reasonable compensation for performing such services and warranties set forth that the entire Servicing Fee shall be treated by the Servicer, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement; (i) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Section 3.02 shall survive Agreement; (j) The Servicer is a member of MERS in good standing, and will comply in all material respects with the issuance rules and delivery procedures of MERS in connection with the servicing of the Certificates Mortgage Loans registered with MERS; (k) The Servicer has serviced, and shall at all times service, the Mortgage Loans in accordance with the Acceptable Servicing Procedures, the Mortgage Note and applicable federal, state and local laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws, and the Servicer shall maintain in its possession, available for the Owner’s inspection and shall deliver to the Owner upon demand, evidence of compliance with all such requirements. All inspections, licenses and certificates required to be continuing as long as made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (l) The Servicer has fully furnished (or caused to be furnished), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, or any Certificate shall their successors and assigns (three of the credit repositories), on a monthly basis; and (m) No statement, report or other document prepared and furnished by the Servicer or to be outstanding or prepared and furnished by the Servicer pursuant to this Agreement has been terminatedin connection with the transactions contemplated hereby contain or will contain any untrue statement of fact or omit to state a fact necessary to make the statements contained therein not misleading.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Trustee, the Trustee for Certificate Insurer and the benefit of the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New JerseyDelaware, is, and each Sub-Servicer is, in compliance with the Servicer laws of each state in which any Property is duly qualified or registered located to the extent necessary to enable it to perform its obligations hereunder and is in good standing as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it make such qualification necessary. The Servicer and each Sub-Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. The Servicer is designated as an approved seller-servicer by FannieMae 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. (b) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement have been duly authorized by all necessary corporate action on the part of the Servicer and will not violate the Servicer's corporate charter Certificate of Incorporation or by-laws 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; andhereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation might have consequences that would prohibit its entering into this Agreement or performing any other Operative Documents to which the Servicer is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the 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 Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the 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 Servicer or matters or activities for which the Servicer is responsible in accordance with the Operative Document or which are attributed to the 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 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 Servicer, 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 Servicer 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 Home Equity Loans. (i) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the 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 Servicer and the performance by the Servicer of its obligations under this AgreementAgreement and such of the other Operative Documents to which it is a party. (j) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business and in conformity with relevant FannieMae guidelines. (k) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Trustee. Upon discovery by any of either Seller, the Servicer, any Sub-Servicer, any Owner, the Certificate Insurer or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be continuing as long as removed by the Trustee pursuant to Section 8.20 hereof; provided, however, that if any party can establish to the reasonable satisfaction of the Certificate shall Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminatedextended with the written approval of the Certificate Insurer.

Representations and Warranties of the Servicer. The Servicer (a) Midland Loan Services, a Division of PNC Bank, National Association, as the Servicer, hereby represents and warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders other parties hereto that as of the Closing Date: (ai) The Servicer it is a corporation division of a national banking association duly chartered organized, validly existing, and validly existing in good standing under the laws of the State United States of New JerseyAmerica; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where any Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Trust Loan and the Companion Loan in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will not violate the Servicer's corporate charter its articles of association or by-laws laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation or default might would have consequences that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder; (iii) this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the condition (financial or other) or operations application of the Servicer or its properties or might have consequences that would affect its performance hereunder; andrules of equity, including those respecting the availability of specific performance; (eiv) No litigation it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vi) there is no pending oraction, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (vii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and or is self-insuring for such risks, which in either case complies with the requirements of Section 3.11(d); and (viii) to the actual knowledge of the Servicer, the Servicer is not Risk Retention Affiliated with the Third Party Purchaser. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.4 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedparties hereto.

Representations and Warranties of the Servicer. The Servicer (a) KeyBank, as the Servicer, hereby represents and warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders other parties hereto that as of the Closing Date: (ai) The Servicer it is a corporation national banking association duly chartered organized, validly existing, and validly existing in good standing under the laws of the State United States of New JerseyAmerica; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where any Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Trust Loan and the Companion Loans in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will not violate the Servicer's corporate charter its articles of association or by-laws laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation or default might would have consequences that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder; (iii) this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the condition (financial or other) or operations application of the Servicer or its properties or might have consequences that would affect its performance hereunder; andrules of equity, including those respecting the availability of specific performance; (eiv) No litigation it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vi) there is no pending oraction, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (vii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11(d). (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.4 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedparties hereto.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to, to the Indenture Trustee and covenants with, the Trustee for the benefit of the Certificateholders that Noteholders, as of the Initial Closing Date and as of the Closing DateDate with respect to any additional Series of Notes, that: (ai) The Servicer is a corporation duly chartered and organized, validly existing in good standing under as a division of PNC Bank, National Association, and the Servicer is in compliance with the laws of the State in which each of New Jerseythe Tenant Site Assets are located to the extent necessary to ensure the enforceability of the Indenture and to perform its obligations under this Agreement, and except where the failure to so qualify or comply would not have a material adverse effect on the ability of the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or to perform its properties or the conduct of its business requires such qualification;obligations hereunder. (bii) The Servicer’s execution and delivery of this Agreement by the Servicer and its of, performance under and compliance with the terms of this Agreement Agreement, will not violate the Servicer's corporate charter or by-laws ’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 contract, agreement or other material instrument to which the Servicer it is a party or which may be is applicable to the Servicer it or any of its assets;, which default or breach, in the reasonable judgment of the Servicer, is likely to affect materially and adversely either the ability of the Servicer to perform its obligations under this Agreement or the financial condition of the Servicer. (ciii) The Servicer has the full power and authority to enter into and consummate all transactions involving the 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 Trustee and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it the Servicer in accordance with the terms hereof hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium and other laws affecting the enforcement of creditors' ’ rights generally generally, and to (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (dv) The Servicer is not in default violation of, and its execution and delivery of, performance under and compliance with respect to 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, municipal or governmental agencyGovernmental Authority, which default might have consequences that would violation, in the Servicer’s reasonable judgment, is likely to affect materially and adversely affect either the condition (financial or other) or operations ability of the Servicer to perform its obligations under this Agreement or its properties or might have consequences that would affect its performance hereunder; andthe financial condition of the Servicer. (evi) No litigation is pending or, to the best of the Servicer's ’s knowledge, threatened against the Servicer which Servicer, the outcome of which, in the Servicer’s reasonable judgment, would prohibit its the Servicer from entering into this Agreement or performing that, in the Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect either the ability of the Servicer to perform its obligations under this Agreement or the financial condition of the Servicer. (vii) The Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 2.18. (viii) No consent, approval, authorization or order of any Governmental Authority is required for the consummation by the Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or cannot be obtained prior to the actual performance by the Servicer of its obligations under this Agreement and except where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Servicer to perform its obligations under this Agreement. (b) The representations and warranties of the Servicer set forth in Section 2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Indenture Trustee and the Noteholders for so long as the Notes remain Outstanding. It is understood Upon a Responsible Officer of the Indenture Trustee or the Servicer obtaining Knowledge of a breach of such foregoing representations and agreed warranties that materially and adversely affects the interests of the Noteholders, the party discovering such breach shall give prompt written notice thereof, as applicable, to the Indenture Trustee, the Servicer and the Controlling Class Representative, if any. (c) Any successor 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 3.02 2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.06(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; provided that, if the Indenture Trustee is acting in the capacity as successor servicer, the Indenture Trustee shall survive the issuance and delivery have been deemed to have made, as of the Certificates date of its succession, the representations and warranties set forth in Section 2.06(a)(i) through Section 2.06(a)(iv) and its agent shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedupon its appointment have made the representations and warranties set forth in Section 2.06(v) through Section 2.06(viii).

Representations and Warranties of the Servicer. The Servicer (a) Midland Loan Services, a Division of PNC Bank, National Association, as the Servicer, hereby represents and warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders other parties hereto that as of the Closing Date: (ai) The Servicer it is a corporation national banking association, duly chartered organized, validly existing, and validly existing in good standing under the laws of the State United States of New JerseyAmerica; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Trust Loan and the Companion Loan in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will not violate the Servicer's corporate charter its articles of association or by-laws laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder; (ciii) This this Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositorother parties hereto, constitutes a its valid, legal legal, and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws and receivership and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors' rights generally and to general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered in a proceeding in equity or at lawspecific performance; (div) The Servicer is not in default it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, approvals, authorizations, orders or filings of or with respect to any order or decree of any court or any ordergovernmental agency or body, regulation if any, required for the execution, delivery and performance of this Agreement by it have been obtained or demand of any federalmade; (vi) there is no pending action, statesuit or proceeding, municipal arbitration or governmental agencyinvestigation against it, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations outcome of the Servicer or which, in its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending orreasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; (vii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect or is self-insuring for such risks, which in either case complies with the requirements of Section 3.11(d); and (viii) to the actual knowledge of the Servicer, the Servicer is not Risk Retention Affiliated with the Third Party Purchaser. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.4 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedparties hereto.

Representations and Warranties of the Servicer. The With respect to a Mortgage Loan Package, the Servicer represents and represents, warrants to, and covenants withto the Owner that, the Trustee for the benefit of the Certificateholders that as of the related Closing Date: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New Jersey, jurisdiction in which it is organized and the Servicer is duly qualified or registered as a foreign corporation and licensed to transact business in and is in good standing under the laws of each state where each Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loan in each jurisdiction accordance with the terms of this Agreement. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in which the ownership or lease or accordance with its properties or the conduct of its business requires such qualificationterm; (b) The execution Servicer has the full power and delivery of authority to (i) perform and enter into and consummate all transactions contemplated by this Agreement and (ii) to service each Mortgage Loan; (c) The consummation of the transactions contemplated by this Agreement are in the Servicer and its performance and ordinary course of business of the Servicer, which is in the business of servicing loans; (d) Neither the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement Agreement, will not violate conflict with or result in a breach of any of the terms, conditions or provisions of the Servicer's corporate charter or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, [charter] or result in the a material breach of, of any legal restriction or any material contract, agreement or other instrument to which the Servicer is now a party or by which may be applicable it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or any of its assetsproperty is subject; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (de) The Servicer is not an approved servicer for ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac in default with respect to any order or decree of any court or any ordergood standing. No event has occurred, regulation or demand of any federal, state, municipal or governmental agencyincluding a change in insurance coverage, which default might have consequences that would make the Servicer unable to comply with ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac eligibility requirements; (f) There is no action, suit, proceeding, investigation or litigation pending or, to the Servicer’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Servicer would materially and adversely affect the condition (financial Servicer’s ability to service the Mortgage Loans hereunder in accordance with the terms hereof, or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing ’s ability to perform its obligations under this Agreement. It ; (g) No consent, approval, authorization or order of any court or governmental agency or body is understood required for the execution, delivery and agreed performance by the Servicer, of or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date; (h) The Servicer acknowledges and agrees that the representations Servicing Fee represents reasonable compensation for performing such services and warranties set forth that the entire Servicing Fee shall be treated by the Servicer, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement; (i) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Section 3.02 shall survive Agreement; (j) The Servicer is a member of MERS in good standing, and will comply in all material respects with the issuance rules and delivery procedures of MERS in connection with the servicing of the Certificates Mortgage Loans registered with MERS; (k) The Servicer has serviced, and shall at all times service, the Mortgage Loans in accordance with the Acceptable Servicing Procedures, the Mortgage Note and applicable federal, state and local laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws, and the Servicer shall maintain in its possession, available for the Owner’s inspection and shall deliver to the Owner upon demand, evidence of compliance with all such requirements. All inspections, licenses and certificates required to be continuing as long as made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (l) The Servicer has fully furnished (or caused to be furnished), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, or any Certificate shall their successors and assigns (three of the credit repositories), on a monthly basis; and (m) No statement, report or other document prepared and furnished by the Servicer or to be outstanding or prepared and furnished by the Servicer pursuant to this Agreement has been terminatedin connection with the transactions contemplated hereby contain or will contain any untrue statement of fact or omit to state a fact necessary to make the statements contained therein not misleading.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants toto the other parties hereto, and covenants with, the Trustee for the benefit of the Certificateholders and the RR Interest Owners, that as of the Closing Date: (ai) The Servicer it is a corporation duly chartered and organized, validly existing and in good standing as a limited liability company under the laws of the State of New JerseyGeorgia, and throughout the Servicer term of this Agreement it shall remain such a limited liability company, duly authorized and qualified to transact business in the jurisdiction where the Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Whole Loan in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will not violate the Servicer's corporate charter its organizational documents, or by-laws any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder; (ciii) This this Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositorother parties hereto, constitutes a its valid, legal legal, and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors' rights generally and to general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered in a proceeding in equity or at lawspecific performance; (div) The Servicer is not in default it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, approvals, authorizations, orders or filings of or with respect to any order or decree of any court or any ordergovernmental agency or body, regulation if any, required for the execution, delivery and performance of this Agreement by it have been obtained or demand of any federalmade; (vi) there is no pending action, statesuit or proceeding, municipal arbitration or governmental agencyinvestigation against it, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations outcome of the Servicer or which, in its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending orreasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (vii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11(d). (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.6 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedparties hereto.

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Datefollows: (a) The Servicer is a corporation duly chartered and incorporated, validly existing and in good standing under the laws of the State jurisdiction indicated at the beginning of New Jerseythis Agreement, and the Servicer is duly qualified or registered as a foreign corporation to do business, and is in good standing standing, in each every jurisdiction in which where the ownership or lease or its properties or the conduct nature of its business requires such qualification;it to be so qualified, except to the extent that any failure to be so qualified or in good standing as a foreign entity could not reasonably be expected to have a Material Adverse Effect. (b) The execution execution, delivery and delivery of this Agreement performance by the Servicer of the Transaction Documents to which it is a party and its performance the other documents to be delivered by it hereunder, and compliance with the terms of this Agreement will not violate transactions contemplated hereby and thereby, are within the Servicer's ’s corporate powers, have been duly authorized by all necessary corporate action, do not (i) contravene the Servicer’s charter or by-laws code of regulations, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or constitute award, or (iii) breach or result in a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach acceleration of (or entitle any party to accelerate) the maturity of any obligation of the Servicer under, or result in or require the creation of any lien upon or security interest in any property of the Servicer pursuant to the terms of, any material contract, Contract or any other agreement or instrument (other instrument than any Transaction Document) binding on or affecting the Servicer or any of its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Servicer of any Transaction Document to which it is a party. (d) This Agreement has been, and each other Transaction Document to which the Servicer is a party or when delivered will have been, duly executed and delivered by the Servicer. This Agreement is, and the other Transaction Documents to which may be applicable to the Servicer or any of its assets; (c) This Agreementis party when delivered hereunder will be, assuming due authorizationthe legal, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal valid and binding obligation obligations of the Servicer, Servicer enforceable against it the Servicer in accordance with the terms hereof their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors' rights creditors generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; andequitable principles. (e) No Since December 31, 2006, there has been no Material Adverse Change and there have been no events or developments that, in the aggregate, have had a Material Adverse Effect. (f) There is no action, suit, investigation, litigation is or proceeding pending or, to the best knowledge of the Servicer's knowledge, threatened against in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to result in a Material Adverse Change or (ii) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (g) Each Seller Report and Receivables Report (if prepared by the Servicer which would prohibit or one of its entering into Affiliates, or to the extent that information contained therein is supplied by the Servicer or any Affiliate thereof), information, exhibit, financial statement, or other report or document furnished or to be furnished at any time by or on behalf of the Servicer to the Agent or any Owner in connection with this Agreement is and will be accurate in all material respects as of its date or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery as of the Certificates date so furnished, and shall be continuing no such report or document contains, or will contain, as long of its date of delivery or the date so furnished, any untrue statement of a material fact or omits to state, or will omit to state, as any Certificate shall be outstanding of its date of delivery or the date so furnished, a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (h) Since December 31, 2006, the Servicer has complied with the Credit and Collection Policy in all material respects and since the date of this Agreement there has been terminatedno change in the Credit and Collection Policy except as permitted hereunder. (i) The Servicer has not extended or modified the terms of any Pool Receivable or the Contract under which any such Pool Receivable arose, except in accordance with the Credit and Collection Policy or in accordance with Section 6.02(b).

Representations and Warranties of the Servicer. The Servicer represents and represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders Owner that as of the Closing DateEffective Date or as of such date specifically provided herein: (a) The Servicer is a corporation duly chartered and validly existing corporation in good standing under the laws of the State of New Jerseyits organization and is qualified to transact business in, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which under the ownership or lease or its properties or laws of, and possesses all licenses necessary for the conduct of its business requires in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such qualificationqualification or license and no demand for such qualification or license has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The execution Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement by the Servicer Agreement, has duly executed and its performance delivered this Agreement, and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a validlegal, legal valid and binding obligation of the Servicer, enforceable against it in accordance with the its terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors' rights generally and to general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered specific performance; (c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Servicer's articles of incorporation or by-laws or materially conflict with or result in a proceeding material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in equity an acceleration under any of the foregoing, or at result in the material violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) The Servicer There is not in default no litigation pending or, to the Seller’s knowledge, threatened with respect to any order the Servicer which is reasonably likely to have a material adverse effect on the execution, delivery or decree enforceability of any court this Agreement, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might is reasonably likely to have consequences that would materially and adversely affect a material adverse effect on the financial condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; andServicer; (e) No litigation consent, approval, authorization or order of any court or governmental agency or body is pending orrequired for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained; (f) The collection and servicing practices used by the Servicer, with respect to each Mortgage Note and Mortgage have been in all material respects legal. With respect to escrow deposits and payments that the Servicer collects, all such payments are in the possession of, or under the control of, the Servicer, and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note; (g) The Servicer is in good standing to service mortgage loans for ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac and no event has occurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to either ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; (h) No written statement, report or other document furnished or to be furnished pursuant to the best Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading; (i) No fraud or misrepresentation of a material fact with respect to the servicing of a Mortgage Loan has taken place on the part of the Servicer; (j) At the time Servicer commenced servicing the Mortgage Loans, either (i) each Mortgagor was properly notified with respect to Servicer's knowledgeservicing of the related Mortgage Loan in accordance with the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ National Affordable Housing Act of 1990, threatened against as the same may be amended from time to time, and the regulations provided in accordance with the Real Estate Settlement Procedures Act or (ii) such notification was not required; (k) At the time Servicer commenced servicing the Mortgage Loans, all applicable taxing authorities and insurance companies (including primary mortgage insurance policy insurers, if applicable) and/or agents were notified of the transfer of the servicing of the Mortgage Loans to Servicer, or its designee, and Servicer currently receives all related notices, tax bills and insurance statements. Additionally, any and all costs, fees and expenses associated with the Servicer’s commencement of the servicing of the Mortgage Loans, including the costs of any insurer notifications, the transfer or implementation of tax service contracts, flood certification contracts, and any and all other servicing transfer-related costs and expenses have been paid for by the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreementand will, in no event, be the responsibility of the Owner; and (l) The collection and servicing practices with respect to each Mortgage Note and Mortgage have been in all material respects legal. It is understood With respect to escrow deposits and agreed payments that the representations Servicer collects, all such payments are in the possession of, or under the control of, the Servicer, and warranties set forth there exist no deficiencies in this Section 3.02 shall survive connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or other charges or payments due under the issuance and delivery of Mortgage Note have been capitalized under any Mortgage or the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedrelated Mortgage Note.

Representations and Warranties of the Servicer. The Servicer (a) KeyBank National Association, as Servicer, hereby represents and warrants toto the other parties hereto, and covenants with, the Trustee for the benefit of the Certificateholders Trust Interest Owners and the Companion Loan Holder(s), that as of the Closing Date: (ai) The Servicer it is a corporation national banking association, duly chartered organized, validly existing, and validly existing is in good standing under the laws of the State of New JerseyUnited States; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where any Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, perform and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will shall not violate the Servicer's corporate charter its organizational documents or by-laws any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral; (ciii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, this Agreement constitutes a its valid, legal legal, and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally and to generally, (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations; (div) The Servicer is not in default it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) this Agreement has been duly executed and delivered by it; (vi) all consents, approvals, authorizations, orders or filings of or with respect to any order or decree of any court or any ordergovernmental agency or body, regulation if any, required for the execution, delivery and performance of this Agreement by it have been obtained or demand of any federalmade; (vii) there is no pending action, statesuit or proceeding, municipal arbitration or governmental agencyinvestigation against it, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations outcome of the Servicer or which, in its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending orreasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (viii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.5 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates other parties hereto, the Trust Interest Owners and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedthe Companion Loan Holder(s).

Representations and Warranties of the Servicer. The Servicer represents and warrants to, to and covenants with, with the Trustee for the benefit of the Certificateholders Owner that as of the Closing Datedate hereof and as of each Effective Date or as of such other date specifically provided herein: (ai) The Servicer is a corporation duly chartered and validly existing corporation in good standing under the laws of the State of New Jerseyits organization and is qualified to transact business in, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which under the ownership or lease or its properties or laws of, and possesses all licenses necessary for the conduct of its business requires in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such qualification; (b) The execution qualification or license and delivery of this Agreement by no demand for such qualification or license has been made upon the Servicer by any such state, and its performance in any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the enforceability of each Mortgage Loan and compliance the servicing of the Mortgage Loans in accordance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets;Agreement. (cii) This The Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement, assuming due authorizationhas duly executed and delivered this Agreement, execution and delivery by the Trustee and the Depositor, this Agreement constitutes a validlegal, legal valid and binding obligation of the Servicer, enforceable against it in accordance with the its terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors' rights generally and to general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered specific performance. (iii) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Servicer’s articles of incorporation or by-laws or materially conflict with or result in a proceeding in equity material breach of any of the terms, conditions or at law; (d) The provisions of any legal restriction or any agreement or instrument to which the Servicer is not now a party or by which it is bound, or constitute a default or result in default with respect to an acceleration under any order of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, to which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; andproperty is subject. (eiv) No There is no litigation is pending or, to the best Servicer’s knowledge, threatened with respect to the Servicer which is reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the financial condition of the Servicer's knowledge. (v) No consent, threatened against approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer which would prohibit its entering into of or compliance by the Servicer with this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery consummation of the Certificates and shall be continuing as long as any Certificate shall be outstanding or transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained. (vi) The Servicer is an approved seller/servicer of residential mortgage loans for ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac. The Servicer is in good standing to service mortgage loans for ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac and no event has been terminatedoccurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to either ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac. (vii) No written statement, report or other document furnished or to be furnished pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading.

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date: (a) The Servicer is a corporation national banking association duly chartered and validly existing in good standing under the laws of the State of New JerseyUnited States, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualification; (b) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate the Servicer's corporate charter articles of association or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.

Representations and Warranties of the Servicer. The Servicer represents and represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders Seller that as of the Closing each Servicing Transfer Date: (a) The Servicer is a corporation duly chartered and organized, validly existing corporation in good standing under the laws of the State jurisdiction of New Jerseyits formation and is qualified to transact business in, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which under the ownership or lease or its properties or laws of, and possesses all licenses necessary for the conduct of its business requires in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such qualificationqualification or license and no demand for such qualification or license has been made upon the Servicer by any such state; (b) The Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, 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 Seller, constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with, or violate, any of the terms, conditions or provisions of the Servicer’s certificate of limited partnership or limited partnership agreement or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any material agreement or instrument to which the Servicer is now a party or by which it or its assets is or are bound or may be bound, or constitute a default or result in an acceleration under any of the forgoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) The Servicer is not in violation of, and the execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 ofviolation of any judgment, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any orderany, regulation law, rule, regulation, order or demand decree of any federal, state, municipal or governmental agencyagency having jurisdiction over the Servicer or its assets, which default violation might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations the operation of the Servicer or its properties assets or might have consequences that would materially and adversely affect the performance of its performance obligations and duties hereunder; and; (e) No litigation is There are no actions or proceedings pending or, to the best of the Servicer's ’s knowledge, threatened against with respect to the Servicer which would before any court, administrative agency or other tribunal (A) that prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement, (C) that shall adversely affect the execution, delivery, validity or enforceability, or the performance by the Servicer of its obligations under, this Agreement or performing its obligations under (D) which are reasonably likely to have a material adverse effect on the financial condition of the Servicer; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained prior to the related Servicing Transfer Date; (g) The Servicer is approved servicer for ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac , and no event has occurred, including but not limited to a change in insurance coverage, which would make the Servicer unable to comply with eligibility requirements or which would require notification to either ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; (h) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.

Representations and Warranties of the Servicer. The Servicer (a) Berkadia Commercial Mortgage LLC, as Servicer, hereby represents and warrants toto the other parties hereto, and covenants with, the Trustee for the benefit of the Certificateholders and the Companion Loan Holder(s), that as of the Closing Date: (ai) The Servicer it is a corporation limited liability company, duly chartered organized, validly existing, and validly existing is in good standing under the laws of the State of New JerseyDelaware; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where any Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, perform and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will shall not violate the Servicer's corporate charter its organizational documents or by-laws any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral; (ciii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, this Agreement constitutes a its valid, legal legal, and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally and to generally, (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations; (div) The Servicer is not in default it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) this Agreement has been duly executed and delivered by it; (vi) all consents, approvals, authorizations, orders or filings of or with respect to any order or decree of any court or any ordergovernmental agency or body, regulation if any, required for the execution, delivery and performance of this Agreement by it have been obtained or demand of any federalmade; (vii) there is no pending action, statesuit or proceeding, municipal arbitration or governmental agencyinvestigation against it, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations outcome of the Servicer or which, in its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending orreasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; (viii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement; and (ix) to its actual knowledge, the Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.5 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates parties hereto, the Certificateholders and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedthe Companion Loan Holder(s).

Representations and Warranties of the Servicer. The Servicer represents and represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders Owner that as of the Closing Datedate hereof or as of such date specifically provided herein: (a) The Servicer is a corporation duly chartered and validly existing corporation in good standing under the laws of the State of New Jerseyits organization and is qualified to transact business in, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which under the ownership or lease or its properties or laws of, and possesses all licenses necessary for the conduct of its business requires in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such qualificationqualification or license and no demand for such qualification or license has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The execution Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement by the Servicer Agreement, has duly executed and its performance delivered this Agreement, and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a validlegal, legal valid and binding obligation of the Servicer, enforceable against it in accordance with the its terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors' rights generally and to general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered specific performance; (c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Servicer's articles of incorporation or by-laws or materially conflict with or result in a proceeding breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in equity an acceleration under any of the foregoing, or at result in the material violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) The Servicer There is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No no litigation is pending or, to the best of the Servicer's knowledge, threatened with respect to the Servicer which is reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the financial condition of the Servicer; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained; (f) The Servicer is an approved seller/servicer of residential mortgage loans for ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac. The Servicer is in good standing to service mortgage loans for ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac and no event has occurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to either ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; (g) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Owner, the Master Servicer and any Depositor, or disclosed in any public filing: (1) no default or servicing related performance trigger has occurred as to any other Pass-Through Transfer due to any act or failure to act of the Servicer; (2) no material noncompliance with applicable servicing criteria as to any other Pass-Through Transfer has occurred, been disclosed or reported by the Servicer; (3) the Servicer has not been terminated as servicer in a residential mortgage loan Pass-Through Transfer, either due to a servicing default or to application of a servicing performance test or trigger; (4) no material changes to the Servicer's servicing policies and procedures for similar loans have occurred in the preceding three years; (5) there are no aspects of the Servicer's financial condition that could have a material adverse impact on the performance by the Servicer of its obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against the Servicer which would prohibit its entering into this Agreement that could be material to investors in the securities issued in such Pass-Through Transfer; and (7) there are no affiliations, relationships or performing its obligations transactions relating to the Servicer of a type that are described under this Agreement. It is understood and agreed that Item 1119 of Regulation AB; (h) If so requested by the Owner, the Master Servicer or any Depositor on any date, the Servicer shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in clause (g) of this Section 3.02 shall survive the issuance Article or, if any such representation and delivery warranty is not accurate as of the Certificates date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party; (i) Notwithstanding anything to the contrary in the Agreement, the Servicer shall (or shall cause each Subservicer) (i) immediately notify the Owner, the Master Servicer and shall be continuing as long as any Certificate shall be outstanding Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the Servicer or any Subservicer and any of the parties specified in clause (7) of paragraph (g) of this Article (and any other parties identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships; (j) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner, the Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner, the Master Servicer and such Depositor, all information reasonably requested by the Owner, the Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities; and (k) Servicer has delivered to the Owner and the Master Servicer financial statements of its parent, for its last two complete fiscal years. All such financial information fairly presents the pertinent results of operations and financial position for the period identified and has been terminatedprepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or assets of the Servicer since the date of the Servicer's financial information that would have a material adverse effect on its ability to perform its obligations under this Agreement.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Depositor, the Trustee for and the benefit of the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation limited liability company duly chartered formed and validly existing in good standing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Property is located to the State of New Jersey, extent necessary to enable it to perform its obligations hereunder and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct nature of its business requires or the properties owned or leased by it make such qualification;qualification necessary. The Servicer has all requisite limited liability company 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 Agreement and the other Operative Documents to which the Servicer is a party. (b) The execution and delivery of this Agreement and any other Operative Document to which it is a party by the Servicer and its performance and compliance with the terms hereof and thereof have been duly authorized by all necessary limited liability company action on the part of this Agreement the Servicer and will not violate the Servicer's corporate charter ’s certificate of formation or by-laws limited liability company agreement 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the other Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' ’ rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or the consequences of which could materially and adversely affect its performance hereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer’s knowledge, threatened against the Servicer which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its the validity or the enforceability of the Home Equity Loans or the Servicer’s performance hereunder; andhereunder and under the other Operative Documents to which the Servicer is a party. (ef) No litigation The statements contained in the Registration Statement which describe the Servicer or matters or activities for which the Servicer is pending or, responsible in accordance with the Operative Documents or which are attributed to the best 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 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 Servicer not misleading. (g) 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 Servicer nor any Affiliate thereof will report on any financial statements any part of the Servicer's knowledgeServicing Fee as an adjustment to the sales price of the Home Equity Loans. (h) All actions, threatened against 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the Servicer of the Operative Documents to which would prohibit its entering into 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 or performing and the other Operative Documents on the part of the Servicer and the performance by the Servicer of its obligations under this AgreementAgreement and such of the other Operative Documents to which it is a party. (i) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (k) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation, in any such case which could materially adversely impact the financial condition or operations of the Servicer or adversely impact the Servicer’s performance of its obligations under the Operative Documents. (l) There are no Sub-Servicers as of the Startup Day. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Trustee. Upon discovery by any of the Depositor, the Sellers, the Servicer, the Custodian, any Sub-Servicer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners, the party discovering such breach shall be continuing give prompt written notice to the other parties. As promptly as long as practicable, but in any Certificate event within 60 days of its discovery or its receipt of notice of breach, the Servicer shall be outstanding or this Agreement has been terminatedcure such breach in all material respects.

Representations and Warranties of the Servicer. The Servicer (a) KeyBank National Association, as Servicer, hereby represents and warrants toto the other parties hereto, and covenants with, the Trustee for the benefit of the Certificateholders and the Companion Loan Holder(s), that as of the Closing Date: (ai) The Servicer it is a corporation national banking association, duly chartered organized, validly existing, and validly existing is in good standing under the laws of the State of New JerseyUnited States; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, perform and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will shall not violate the Servicer's corporate charter its organizational documents or by-laws any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral; (ciii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, this Agreement constitutes a its valid, legal legal, and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally and to generally, (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations; (div) The Servicer is not in default it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) this Agreement has been duly executed and delivered by it; (vi) all consents, approvals, authorizations, orders or filings of or with respect to any order or decree of any court or any ordergovernmental agency or body, regulation if any, required for the execution, delivery and performance of this Agreement by it have been obtained or demand of any federalmade; (vii) there is no pending action, statesuit or proceeding, municipal arbitration or governmental agencyinvestigation against it, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations outcome of the Servicer or which, in its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending orreasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; (viii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement; and (ix) to its actual knowledge, the Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.5 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates parties hereto, the Certificateholders and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedthe Companion Loan Holder(s).

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders that Issuer as of the Closing Datefollows: (a) The Servicer (i) is a corporation duly chartered and corporation, validly existing and in good standing under the laws of the State of New Jerseyits incorporation, and the Servicer is duly (ii) has qualified or registered to do business as a foreign corporation and is in good standing in each jurisdiction in which where the ownership or lease or character of its properties or the conduct nature of its activities makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business requires such qualification;as presently conducted, and to enter into and perform its obligations under this Agreement. (b) The execution and delivery by the Servicer of this Agreement by are within the corporate power of the Servicer and its performance have been duly authorized by all necessary corporate action on the part of the Servicer. Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of this Agreement will not violate the Servicer's corporate provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Servicer or its properties or the charter or by-laws or constitute a default (or an event which, with notice or lapse of timethe Servicer, or bothany of the provisions of any indenture, would constitute a default) undermortgage, or result in the breach of, any material contract, agreement contract or other instrument to which the Servicer is a party or by which may be applicable to it is bound or result in the Servicer creation or imposition of any lien, charge or encumbrance upon any of its assets;property pursuant to the terms of any such indenture, mortgage, contract or other instrument (or if such conflict with, breach of or default under any such indenture, mortgage, contract or other instrument exists or will exist, any remedies in respect thereof and in respect of any such related lien, charge or encumbrance have been stayed under the Bankruptcy Code). (c) This AgreementThe execution, assuming due authorization, execution delivery and delivery performance by the Trustee Servicer of this Agreement and the Depositorconsummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except as has been previously obtained and are in effect. (d) This Agreement has been duly executed and delivered by the Servicer and constitutes a validlegal, legal valid and binding obligation of the Servicer, instrument enforceable against it the Servicer in accordance with the terms hereof subject to applicable its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other insolvency or similar laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;generally. (de) Except as set forth in Exhibit C attached hereto, there are no actions, suits or proceedings pending or, to the knowledge of the Servicer, threatened or likely to be asserted against or affecting the Servicer, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement or the Indenture, or which will, if determined adversely to the Servicer, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Servicer's ability to perform its obligations under this Agreement. The Servicer is not in default with respect to any order or decree of any court or any ordercourt, regulation or demand of any federaladministrative agency, state, municipal arbitrator or governmental agency, which default might have consequences that would body so as to materially and adversely affect the condition (financial or other) or operations of transactions contemplated by the Servicer or its properties or might have consequences that would affect its performance hereunder; andabove-mentioned documents. (ef) No litigation is pending orThe Servicer has obtained or made all necessary consents, to approvals, waivers and notifications of stockholders, creditors, lessors and other nongovernmental persons, in each case, in connection with the best execution, delivery and performance of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the The foregoing representations and warranties set forth in this Section 3.02 shall survive be deemed to be made to the issuance and delivery Trustee, as assignee of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedIssuer.

Representations and Warranties of the Servicer. The Servicer (a) KeyBank, as the Servicer, hereby represents and warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders other parties hereto that as of the Closing Date: (ai) The Servicer it is a corporation national banking association duly chartered organized, validly existing, and validly existing in good standing under the laws of the State United States of New JerseyAmerica; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where any Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Trust Loan and the Companion Loans in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will not violate the Servicer's corporate charter its articles of association or by-laws laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation or default might would have consequences that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder; (iii) this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the condition (financial or other) or operations application of the Servicer or its properties or might have consequences that would affect its performance hereunder; andrules of equity, including those respecting the availability of specific performance; (eiv) No litigation it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vi) there is no pending oraction, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (vii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11(d); and (viii) the Servicer is not Risk Retention Affiliated with the Third Party Purchaser. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.4 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedparties hereto.

Representations and Warranties of the Servicer. The Servicer (a) Wells Fargo Bank, National Association, as Servicer, hereby represents and warrants toto the other parties hereto, and covenants with, the Trustee for the benefit of the Certificateholders Certificateholders, that as of the Closing Date: (ai) The Servicer it is a corporation national banking association duly chartered organized, validly existing, and validly existing is in good standing under the laws of the State of New JerseyUnited States; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, perform and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will shall not violate the Servicer's corporate charter its organizational documents or by-laws any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral; (ciii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, this Agreement constitutes a its valid, legal legal, and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally and to generally, (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations; (div) The Servicer is not in default it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) this Agreement has been duly executed and delivered by it; (vi) all consents, approvals, authorizations, orders or filings of or with respect to any order or decree of any court or any ordergovernmental agency or body, regulation if any, required for the execution, delivery and performance of this Agreement by it have been obtained or demand of any federalmade; (vii) there is no pending action, statesuit or proceeding, municipal arbitration or governmental agencyinvestigation against it, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations outcome of the Servicer or which, in its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending orreasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; (viii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement; and (ix) to its actual knowledge, the Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.5 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates parties hereto, the Certificateholders and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedthe Companion Loan Holders.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Depositor, the Trustee for Indenture, the benefit of Insurer and the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation duly chartered formed and validly existing in good standing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Property is located to the State of New Jersey, extent necessary to enable it to perform its obligations hereunder and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it make such qualification necessary. The Servicer has all requisite corporate power and authority to own and operate its or their properties, to carry out its or their business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge its or their obligations under this Agreement and the other Transaction Documents to which the Servicer is a party. (b) The execution and delivery of this Agreement and any other Transaction Document to which it is a party by the Servicer and its performance and compliance with the terms hereof and thereof have been duly authorized by all necessary action on the part of this Agreement the Servicer and will not violate the Servicer's corporate charter Articles of Incorporation or byBy-laws 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the Transaction Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; andhereunder or under the other Transaction Documents to which the Servicer is a party. (e) No litigation litigation, proceeding or investigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or performing any other Transaction Document or that would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect the validity or the enforceability of the Home Equity Loans or its performance hereunder and the other Transaction Documents to which the Servicer is a party. (f) The statements contained in the Registration Statement which describe the Servicer or matters or activities for which the Servicer is responsible in accordance with the Transaction Documents or which are attributed to the 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 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 Servicer not misleading. (g) 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 Servicer 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 Home Equity Loans. (h) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the Servicer of the Transaction 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 Transaction Documents on the part of the Servicer and the performance by the Servicer of its obligations under this Agreement and such of the other Transaction Documents to which it is a party. (i) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (k) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation which would materially adversely impact the financial condition or operations of the Servicer or legal documents associated with the transaction contemplated by this Agreement. (l) There are no Subservicers as of the Startup Day. (m) The Servicer covenants that it will terminate any Subservicer within ninety (90) days after being directed by the Insurer to do so. (n) The Servicer represents and warrants that its computer and other systems used in servicing the Home Equity Loans currently are capable of operating in a manner so that on and after ________ ___, ____ (i) the Servicer can service the Home Equity Loans in accordance with the terms of this Agreement and (ii) the Servicer can operate its business in the same manner as it is operating on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 3.02 2.03 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Indenture. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Subservicer, the Insurer, any Owner or the Indenture (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 2.03 which materially and adversely affects the interests of the Owners or of the Insurer, the party discovering such breach shall give prompt written notice to the other parties. As promptly as practicable, but in any event, within 60 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be continuing as long as any Certificate shall removed by the Insurer or by the Indenture with the written consent of the Insurer pursuant to Section 7.01 hereof; provided, however, that if the Servicer can establish to the reasonable satisfaction of the Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminatedextended for an additional 90 days with the written approval of the Insurer.

Representations and Warranties of the Servicer. The Servicer represents and represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders Owner that as of the Closing Datedate hereof or as of such date specifically provided herein: (a) The Servicer is a corporation duly chartered and validly existing corporation in good standing under the laws of the State of New Jerseyits organization and is qualified to transact business in, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which under the ownership or lease or its properties or laws of, and possesses all licenses necessary for the conduct of its business requires in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such qualificationqualification or license and no demand for such qualification or license has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The execution Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement by the Servicer Agreement, has duly executed and its performance delivered this Agreement, and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a validlegal, legal valid and binding obligation of the Servicer, enforceable against it in accordance with the its terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors' rights generally and to general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered specific performance; (c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Servicer's articles of incorporation or by-laws or materially conflict with or result in a proceeding breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in equity an acceleration under any of the foregoing, or at result in the material violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) The Servicer There is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No no litigation is pending or, to the best of the Servicer's knowledge, threatened with respect to the Servicer which is reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the financial condition of the Servicer; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained; (f) The Servicer is an approved seller/servicer of residential mortgage loans for F▇▇▇▇▇ M▇▇ and F▇▇▇▇▇▇ Mac. The Servicer is in good standing to service mortgage loans for F▇▇▇▇▇ Mae and F▇▇▇▇▇▇ Mac and no event has occurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to either F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac; (g) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Owner, the Master Servicer and any Depositor, or disclosed in any public filing: (1) no default or servicing related performance trigger has occurred as to any other Pass-Through Transfer due to any act or failure to act of the Servicer; (2) no material noncompliance with applicable servicing criteria as to any other Pass-Through Transfer has occurred, been disclosed or reported by the Servicer; (3) the Servicer has not been terminated as servicer in a residential mortgage loan Pass-Through Transfer, either due to a servicing default or to application of a servicing performance test or trigger; (4) no material changes to the Servicer’s servicing policies and procedures for similar loans have occurred in the preceding three years; (5) there are no aspects of the Servicer’s financial condition that could have a material adverse impact on the performance by the Servicer of its obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against the Servicer which would prohibit its entering into this Agreement that could be material to investors in the securities issued in such Pass-Through Transfer; and (7) there are no affiliations, relationships or performing its obligations transactions relating to the Servicer of a type that are described under this Agreement. It is understood and agreed that Item 1119 of Regulation AB; (h) If so requested by the Owner, the Master Servicer or any Depositor on any date, the Servicer shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in clause (g) of this Section 3.02 shall survive the issuance Article or, if any such representation and delivery warranty is not accurate as of the Certificates date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party; (i) Notwithstanding anything to the contrary in the Agreement, the Servicer shall (or shall cause each Subservicer) (i) immediately notify the Owner, the Master Servicer and shall be continuing as long as any Certificate shall be outstanding Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the Servicer or any Subservicer and any of the parties specified in clause (7) of paragraph (g) of this Article (and any other parties identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships; (j) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner, the Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner, the Master Servicer and such Depositor, all information reasonably requested by the Owner, the Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities; and (k) Servicer has delivered to the Owner and the Master Servicer financial statements of its parent, for its last two complete fiscal years. All such financial information fairly presents the pertinent results of operations and financial position for the period identified and has been terminatedprepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or assets of the Servicer since the date of the Servicer’s financial information that would have a material adverse effect on its ability to perform its obligations under this Agreement.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Owner Trustee, the Note Insurer, the Swap Counterparty, the Noteholders and the Indenture Trustee for the benefit of the Certificateholders that as of the Closing Datedate of this Servicing Agreement and for so long as the Servicer shall continue to act as Servicer hereunder: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New Jersey, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualificationTexas; (b) The execution All necessary corporate, regulatory or other similar action has been taken to authorize and delivery of empower the Servicer and the officers or representatives acting on the Servicer's behalf, and the Servicer has full power and authority to execute, deliver and perform this Servicing Agreement; (c) This Servicing Agreement has been duly authorized, executed and delivered by the Servicer and its the performance and compliance with the terms of this Servicing Agreement will not violate the Servicer's corporate charter articles of incorporation or by-laws 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, indenture, loan, lease, credit agreement or any other agreement or instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (cd) This Agreement, assuming due authorization, execution The Servicer is duly licensed and delivery by qualified to perform the Trustee functions specified herein and the Depositor, this Servicing Agreement constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (de) The Servicer is not in default violation of, and the execution, delivery and performance of this Servicing Agreement by the Servicer will not constitute a violation with respect to to, any order or decree of any court or any order, regulation or demand of any federal, stateState, municipal or governmental agency, which default violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect the performance of its duties hereunder; (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or threatened against or contemplated by the Servicer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Servicing Agreement; (g) No information, Officer's Certificate or statement furnished in writing or report delivered to the Indenture Trustee, the Owner Trustee, the Note Insurer, the Swap Counterparty or any Noteholder by the Servicer required under this Servicing Agreement contains any untrue statement of a material fact or omits a material fact necessary to make the information, certificate, statement or report in light of the circumstances under which it was made, not misleading; provided that the Servicer makes no representation or warranty with respect to any information incorporated into or forming the basis of any Officer's Certificate, information, statement or report provided by the Servicer that is provided to the Servicer by any other Person; (h) The Servicer has the knowledge, the experience and the systems, financial and operational capacity available to timely perform each of its obligations hereunder; and (ei) No litigation is pending orThe Servicer has, with respect to the best of Receivables, complied in all material respects with the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedCollection Policy.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Trustee, the Trustee for Master Servicer, the benefit of Certificate Insurer and the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New JerseyDelaware, is, and each Sub-Servicer is, in compliance with the Servicer laws of each state in which any Property is duly qualified or registered located to the extent necessary to enable it to perform its obligations hereunder and is in good standing as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it make such qualification necessary. The Servicer and each Sub-Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. The Servicer is designated as an approved seller-servicer by FannieMae 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. (b) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement have been duly authorized by all necessary corporate action on the part of the Servicer and will not violate the Servicer's corporate charter Certificate of Incorporation or by-laws 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; andhereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation might have consequences that would prohibit its entering into this Agreement or performing any other Operative Documents to which the Servicer is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the 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 Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the 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 Servicer or matters or activities for which the Servicer is responsible in accordance with the Operative Document or which are attributed to the 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 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 Servicer, 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 Servicer 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 Home Equity Loans. (i) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the 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 Servicer and the performance by the Servicer of its obligations under this AgreementAgreement and such of the other Operative Documents to which it is a party. (j) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business and in conformity with relevant FannieMae guidelines. (k) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Trustee. Upon discovery by any of either Seller, the Servicer, the Master Servicer, any Sub-Servicer, any Owner, the Certificate Insurer or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be continuing as long as removed by the Trustee pursuant to Section 8.20 hereof; provided, however, that if any party can establish to the reasonable satisfaction of the Certificate shall Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminatedextended with the written approval of the Certificate Insurer.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants toto the Trustee, for its own benefit and covenants with, the Trustee for the benefit of the Certificateholders that Certificateholders, and to the Depositor and the Special Servicer, as of the Closing Date, that: (ai) The Servicer is a banking corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New JerseyYork, and the Servicer is duly qualified or registered as a foreign corporation in good standing in compliance with the laws of each jurisdiction State in which any Mortgaged Property is located to the ownership or lease or extent necessary to perform its properties or the conduct of its business requires such qualificationobligations under this Agreement; (bii) The execution and delivery of this Agreement by the Servicer Servicer, and its the performance and compliance with the terms of this Agreement by the Servicer, will not violate the Servicer's corporate charter or and by-laws 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 instrument to which the Servicer it is a party or which may be is applicable to the Servicer it or any of its assets, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (ciii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it the Servicer in accordance with the terms hereof hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally generally, and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (div) The Servicer is not in default with respect to any law, any order or decree of any court court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance ability to perform its duties and obligations hereunder; and; (ev) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its the Servicer from entering into this Agreement or, in the Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Servicer to perform its obligations under this Agreement or performing the financial condition of the Servicer; (vi) The Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. Any Sub-Servicing Agreements will comply with the provisions of Section 3.22; (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Servicer of its obligations under this Agreement. It is understood , and agreed that which, if not obtained would not have a materially adverse effect on the ability of the Servicer to perform its obligations hereunder; and (viii) The Servicer has full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in this Section 3.02 paragraph (a) above shall survive the issuance execution and delivery of the Certificates Agreement. The Servicer shall indemnify the Trustee and the Trust Fund and hold each of them harmless against any losses, damages, penalties, fines, forfeitures, and legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion arising from, or resulting from a material breach of the Servicer's representations and warranties contained in paragraph (a) above. Such indemnification shall be continuing as long as survive any Certificate shall be outstanding termination or this Agreement has been terminatedresignation of the Servicer, and any termination of the Agreement.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Depositor, the Trustee for Trustee, the benefit of Certificate Insurer and the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation duly chartered formed and validly existing in good standing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Property is located to the State of New Jersey, extent necessary to enable it to perform its obligations hereunder and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it make such qualification necessary. The Servicer has all requisite corporate power and authority to own and operate its or their properties, to carry out its or their business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge its or their obligations under this Agreement and the other Operative Documents to which the Servicer is a party. (b) The execution and delivery of this Agreement and any other Operative Document to which it is a party by the Servicer and its performance and compliance with the terms hereof and thereof have been duly authorized by all necessary action on the part of this Agreement the Servicer and will not violate the Servicer's corporate charter Articles of Incorporation or byBy-laws 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; andhereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation litigation, proceeding or investigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or performing any other Operative Document or that would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect the validity or the enforceability of the Home Equity Loans or its performance hereunder and the other Operative Documents to which the Servicer is a party. (f) The statements contained in the Registration Statement which describe the Servicer or matters or activities for which the Servicer is responsible in accordance with the Operative Documents or which are attributed to the 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 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 Servicer not misleading. (g) 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 Servicer 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 Home Equity Loans. (h) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the 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 Servicer and the performance by the Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (i) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (k) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation which would materially adversely impact the financial condition or operations of the Servicer or legal documents associated with the transaction contemplated by this Agreement. (l) There are no Sub-Servicers as of the Startup Day. (m) The Servicer covenants that it will terminate any Sub-Servicer within ninety (90) days after being directed by the Certificate Insurer to do so. (n) The Servicer represents and warrants that its computer and other systems used in servicing the Home Equity Loans currently are capable of operating in a manner so that on and after January 1, 2000 (i) the Servicer can service the Home Equity Loans in accordance with the terms of this Agreement and (ii) the Servicer can operate its business in the same manner as it is operating on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Trustee. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Sub-Servicer, the Certificate Insurer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. As promptly as practicable, but in any event, within 60 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be continuing as long as any removed by the Certificate shall Insurer or by the Trustee with the written consent of the Certificate Insurer pursuant to Section 8.20 hereof; provided, however, that if the Servicer can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminatedextended for an additional 90 days with the written approval of the Certificate Insurer.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Depositor, the Trustee for Indenture, the benefit of Insurer and the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation duly chartered formed and validly existing in good standing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Property is located to the State of New Jersey, extent necessary to enable it to perform its obligations hereunder and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it make such qualification necessary. The Servicer has all requisite corporate power and authority to own and operate its or their properties, to carry out its or their business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge its or their obligations under this Agreement and the other Transaction Documents to which the Servicer is a party. (b) The execution and delivery of this Agreement and any other Transaction Document to which it is a party by the Servicer and its performance and compliance with the terms hereof and thereof have been duly authorized by all necessary action on the part of this Agreement the Servicer and will not violate the Servicer's corporate charter [Articles of Incorporation or byBy-laws laws] 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the Transaction Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; andhereunder or under the other Transaction Documents to which the Servicer is a party. (e) No litigation litigation, proceeding or investigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or performing any other Transaction Document or that would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect the validity or the enforceability of the Home Equity Loans or its performance hereunder and the other Transaction Documents to which the Servicer is a party. (f) The statements contained in the Registration Statement which describe the Servicer or matters or activities for which the Servicer is responsible in accordance with the Transaction Documents or which are attributed to the 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 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 Servicer not misleading. (g) 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 Servicer 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 Home Equity Loans. (h) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the Servicer of the Transaction 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 Transaction Documents on the part of the Servicer and the performance by the Servicer of its obligations under this Agreement and such of the other Transaction Documents to which it is a party. (i) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (k) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation that would materially adversely impact the financial condition or operations of the Servicer or legal documents associated with the transaction contemplated by this Agreement. (l) There are no Subservicers as of the Startup Day. (m) The Servicer covenants that it will terminate any Subservicer within ninety (90) days after being directed by the Insurer to do so. (n) The Servicer represents and warrants that its computer and other systems used in servicing the Home Equity Loans currently are capable of operating in a manner so that on and after [________] [___], [____] (i) the Servicer can service the Home Equity Loans in accordance with the terms of this Agreement and (ii) the Servicer can operate its business in the same manner as it is operating on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 3.02 2.03 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Indenture. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Subservicer, the Insurer, any Owner or the Indenture (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 2.03 which materially and adversely affects the interests of the Owners or of the Insurer, the party discovering such breach shall give prompt written notice to the other parties. As promptly as practicable, but in any event, within sixty (60) days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be continuing as long as any Certificate shall removed by the Insurer or by the Indenture with the written consent of the Insurer pursuant to Section 7.01 hereof; provided, however, that if the Servicer can establish to the reasonable satisfaction of the Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminatedextended for an additional ninety (90) days with the written approval of the Insurer.

Representations and Warranties of the Servicer. The Servicer (a) Midland Loan Services, a Division of PNC Bank, National Association, as the Servicer, hereby represents and warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders other parties hereto that as of the Closing Date: (ai) The Servicer it is a corporation national banking association, duly chartered organized, validly existing, and validly existing in good standing under the laws of the State United States of New JerseyAmerica; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Trust Loan and the Companion Loans in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will not violate the Servicer's corporate charter its articles of association or by-laws laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation or default might would have consequences that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder; (iii) this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the condition (financial or other) or operations application of the Servicer or its properties or might have consequences that would affect its performance hereunder; andrules of equity, including those respecting the availability of specific performance; (eiv) No litigation it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vi) there is no pending oraction, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (vii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11(d). (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.4 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedparties hereto.

Representations and Warranties of the Servicer. The Servicer (a) KeyBank National Association, as the Servicer, hereby represents and warrants to, to the other parties hereto and covenants with, the Trustee for the benefit of the Certificateholders Companion Loan Holders that as of the Closing Date: (ai) The Servicer it is a corporation national banking association duly chartered organized, validly existing, and validly existing in good standing under the laws of the State of New JerseyUnited States; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Whole Loan in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will not violate the Servicer's corporate charter its articles of association or by-laws or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation or default might would have consequences that would materially and adversely affect the its financial condition (financial or other) or operations of the Servicer or its properties taken as a whole or might have consequences that would affect its performance ability to perform its obligations hereunder; and, or materially impair the ability of the Trust Fund to realize on the Collateral; (eiii) No litigation is pending orthis Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the best application of the Servicer's knowledgerules of equity, threatened including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vi) there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the Servicer which would outcome of which, in its reasonable judgment, could reasonably be expected to prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (vii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11(d) hereof. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.5 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates parties hereto and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedthe Companion Loan Holders.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Depositor, the Trustee for Trustee, the benefit of Certificate Insurer and the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation duly chartered formed and validly existing in good standing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Property is located to the State of New Jersey, extent necessary to enable it to perform its obligations hereunder and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it make such qualification necessary. The Servicer has all requisite corporate power and authority to own and operate its or their properties, to carry out its or their business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge its or their obligations under this Agreement and the other Operative Documents to which the Servicer is a party. (b) The execution and delivery of this Agreement and any other Operative Document to which it is a party by the Servicer and its performance and compliance with the terms hereof and thereof have been duly authorized by all necessary action on the part of this Agreement the Servicer and will not violate the Servicer's corporate charter Certificate of Incorporation or by-laws 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the Operative Documents which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). 42 (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; andhereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation litigation, proceeding or investigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or performing any other Operative Document or that would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect the validity or the enforceability of the Home Equity Loans or its performance hereunder and the other Operative Documents to which the Servicer is a party. (f) The statements contained in the Registration Statement which describe the Servicer or matters or activities for which the Servicer is responsible in accordance with the Operative Documents or which are attributed to the 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 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 Servicer not misleading. (g) 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 Servicer 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 Home Equity Loans. (h) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the 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 Servicer and the performance by the Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (i) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (k) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation which would materially adversely impact the financial condition or operations of the Servicer or legal documents associated with the transaction contemplated by this Agreement. (l) There are no Sub-Servicers as of the Startup Day. (m) The Servicer covenants that it will terminate any Sub-Servicer within ninety (90) days after being directed by the Certificate Insurer to do so. (n) The Servicer represents and warrants that its computer and other systems used in servicing the Home Equity Loans currently are capable of operating in a manner so that on and after January 1, 2000 (i) the Servicer can service the Home Equity Loans in accordance with the terms of this Agreement and (ii) the Servicer can operate its business in the same manner as it is operating on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Trustee. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Sub-Servicer, the Certificate Insurer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. As promptly as practicable, but in any event, within 60 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be continuing as long as any removed by the Certificate shall Insurer or by the Trustee with the written consent of the Certificate Insurer pursuant to Section 8.20 hereof; provided, however, that if the Servicer can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminatedextended for an additional 90 days with the written approval of the Certificate Insurer.

Representations and Warranties of the Servicer. The Servicer (a) Trimont LLC, as Servicer, hereby represents and warrants to, to the other parties hereto and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date: (ai) The Servicer it is a corporation limited liability company duly chartered organized, validly existing, and validly existing in good standing under the laws of the State of New JerseyGeorgia; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Mortgaged Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan and the Companion Loans in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will not violate the Servicer's corporate charter its organizational documents, or by-laws any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation or default might would have consequences that would materially and adversely affect its ability to perform its obligations hereunder, or materially impair the condition (financial or other) or operations ability of the Servicer or its properties or might have consequences that would affect its performance hereunder; andTrust Fund to realize on the Collateral; (eiii) No litigation is pending orthis Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to the best application of the Servicer's knowledgerules of equity, threatened including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vi) there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the Servicer which would outcome of which, in its reasonable judgment, could reasonably be expected to prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; (vii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect or is self-insuring with respect to such risks, which in either case, complies with the requirements of Section 3.11 hereof; and (viii) to its actual knowledge, Trimont LLC, is not Risk Retention Affiliated with the Third-Party Purchaser. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.6 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates parties hereto and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedthe Certificateholders.

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Datefollows: (a) The Servicer is a corporation duly chartered organized and validly existing in good standing existence under the laws of the State of New JerseyIndiana, and the Servicer is duly qualified or registered to do business, and is in good standing, as a foreign corporation in good standing in each every jurisdiction in which where the ownership or lease or its properties or the conduct nature of its business requires such qualification;it to be so qualified except where the failure to so qualify has not had and could not reasonably be expected to have a Material Adverse Effect. (b) The execution execution, delivery and delivery of this Agreement performance by the Servicer of the Agreement and its performance and compliance with the terms of this Agreement will not violate other Transaction Documents to which it is a party, (i) are within the Servicer's ’s corporate powers, (ii) have been duly authorized by all necessary corporate action on the part of the Servicer, (iii) do not contravene or result in a default under or conflict with (1) the Servicer’s charter or by-laws laws, (2) any law, rule or constitute a default regulation applicable to the Servicer, (3) any contractual restriction binding on or an event whichaffecting the Servicer or its property or (4) any order, with notice writ, judgment, award, injunction or lapse of timedecree binding on or affecting the Servicer or its property, or both, would constitute a defaultand (iv) under, or do not result in or require the breach ofcreation of any Adverse Claim upon or with respect to any of its properties, any material contractwhere, agreement in the cases of items (2), (3) and (4), such contravention, default or conflict has had or could reasonably be expected to have a Material Adverse Effect. The Agreement and the other instrument Transaction Documents to which the Servicer it is a party or which may be applicable to have been duly executed and delivered by the Servicer or any of its assets;Servicer. (c) This AgreementNo authorization or approval or other action by, assuming and no notice to or filing with, any Governmental Authority or other Person is required for the due authorizationexecution, execution delivery and delivery performance by the Trustee Servicer of the Agreement or any other Transaction Document to which it is a party. (d) Each of the Agreement and the Depositorother Transaction Documents to which it is a party constitutes the legal, constitutes a valid, legal valid and binding obligation of the Servicer, Servicer enforceable against it the Servicer in accordance with the terms hereof subject to applicable its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally and to by general principles of equity, regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law;. (de) There is no pending or threatened action or proceeding affecting the Servicer before any Governmental Authority or arbitrator which could have a Material Adverse Effect. (f) The Servicer has complied in all material respects with the Credit and Collection Policy with regard to each Receivable. (g) the Servicer is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority or arbitrator, that, could reasonably be expected to have a Material Adverse Effect. (h) Each Servicer Report, Portfolio Certificate, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller to the Agent, the Insurer or any Purchaser Agent in connection with the Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent, the Insurer and any such Purchaser Agent at such time) as of the date so furnished, and no such item contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (i) The principal place of business and chief executive office (as such terms are used in the UCC) of the Servicer and the office(s) where the Servicer keeps its records concerning the Receivables are located at the address set forth under its signature to this Agreement or the Backup Servicing Agreement, as applicable. (j) The Servicer is not in default with respect to violation of any order or decree of any court court, arbitrator or Governmental Authority. (k) Neither the Servicer nor any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations Affiliate of the Servicer has any direct or its properties indirect ownership or might have consequences that would affect its performance hereunder; andother financial interest in any Purchaser, the Insurer, the Agent or any Purchaser Agent. (el) No litigation The Servicer is pending or, to not an “investment company” within the best meaning of the Servicer's knowledgeInvestment Company Act of 1940, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedamended.

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders that Issuer as of the Closing DateDate as follows: (a) The Servicer (i) is a corporation duly chartered and corporation, validly existing and in good standing under the laws of the State of New Jerseyits incorporation, and the Servicer is duly (ii) has qualified or registered to do business as a foreign corporation and is in good standing in each jurisdiction in which where the ownership or lease or character of its properties or the conduct nature of its activities makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business requires such qualification;as presently conducted, and to enter into and perform its obligations under this Agreement. (b) The execution and delivery by the Servicer of this Agreement by are within the corporate power of the Servicer and its performance have been duly authorized by all necessary corporate action on the part of the Servicer. Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of this Agreement will not violate the Servicer's corporate provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Servicer or its properties or the charter or by-laws or constitute a default (or an event which, with notice or lapse of timethe Servicer, or bothany of the provisions of any indenture, would constitute a default) undermortgage, or result in the breach of, any material contract, agreement contract or other instrument to which the Servicer is a party or by which may be applicable to it is bound or result in the Servicer creation or imposition of any lien, charge or encumbrance upon any of its assets;property pursuant to the terms of any such indenture, mortgage, contract or other instrument (or if such conflict with, breach of or default under any such indenture, mortgage, contract or other instrument exists or will exist, any remedies in respect thereof and in respect of any such related lien, charge or encumbrance have been stayed under the Bankruptcy Code). (c) This AgreementThe execution, assuming due authorization, execution delivery and delivery performance by the Trustee Servicer of this Agreement and the Depositorconsummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except as has been previously obtained and are in effect. (d) This Agreement has been duly executed and delivered by the Servicer and constitutes a validlegal, legal valid and binding obligation of the Servicer, instrument enforceable against it the Servicer in accordance with the terms hereof subject to applicable its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other insolvency or similar laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;generally. (de) There are no actions, suits or proceedings pending or, to the knowledge of the Servicer, threatened or likely to be asserted against or affecting the Servicer, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement or the Indenture, or which will, if determined adversely to the Servicer, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Servicer's ability to perform its obligations under this Agreement. The Servicer is not in default with respect to any order or decree of any court or any ordercourt, regulation or demand of any federaladministrative agency, state, municipal arbitrator or governmental agency, which default might have consequences that would body so as to materially and adversely affect the condition (financial or other) or operations of transactions contemplated by the Servicer or its properties or might have consequences that would affect its performance hereunder; andabove-mentioned documents. (ef) No litigation is pending orThe Servicer has obtained or made all necessary consents, to approvals, waivers and notifications of stockholders, creditors, lessors and other nongovernmental persons, in each case, in connection with the best execution, delivery and performance of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the The foregoing representations and warranties set forth in this Section 3.02 shall survive be deemed to be made to the issuance and delivery Indenture Trustee, as assignee of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedIssuer.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Depositor, the Trustee for Trustee, the benefit of Certificate Insurer and the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation limited partnership duly chartered formed and validly existing in good standing under the laws of the State of New JerseyDelaware, is, and each Sub-Servicer is, in compliance with the Servicer laws of each state in which any Property is duly qualified or registered as a foreign corporation located to the extent necessary to enable it to perform its obligations hereunder and is in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it make such qualification necessary. The Servicer and each Sub-Servicer have all requisite partnership or corporate, as the case may be, power and authority to own and operate its or their properties, to carry out its or their business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge its or their obligations under this Agreement and the other Operative Documents to which the Servicer is a party. (b) The execution and delivery of this Agreement and any other Operative Document to which it is a party by the Servicer and its performance and compliance with the terms hereof and thereof have been duly authorized by all necessary action on the part of this Agreement the Servicer and will not violate the Servicer's corporate charter or by-laws Agreement of Limited Partnership 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; andhereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation might have consequences that would prohibit its entering into this Agreement or performing any other Operative Document or that would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect the validity or the enforceability of the Home Equity Loans or its performance hereunder and the other Operative Documents to which the Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the 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 Servicer or matters or activities for which the Servicer is responsible or which are attributed to the 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 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 Servicer, 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 Servicer 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 Home Equity Loans. (i) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the 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 Servicer and the performance by the Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (j) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business and in conformity with relevant FNMA guidelines. (k) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (l) No material adverse change affecting any security for the Class A Certificates has occurred prior to delivery of and payment for the Class A Certificates. (m) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation which would materially adversely impact the financial condition or operations of the Servicer or legal documents associated with the transaction contemplated by this Agreement. (n) To the best knowledge of the Servicer, there has been no material adverse change in any information submitted by the Servicer in writing to the Certificate Insurer with respect to the transactions contemplated by this Agreement (unless such information was subsequently supplemented in writing). It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Trustee. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Sub-Servicer, the Certificate Insurer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. As promptly as practicable, but in any event, within 60 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be continuing as long as any removed by the Certificate shall Insurer or by the Trustee with the written consent of the Certificate Insurer pursuant to Section 8.20 hereof; provided, however, that if the Servicer can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminatedextended for an additional 90 days with the written approval of the Certificate Insurer.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Depositor, the Trustee for Trustee, the benefit of Certificate Insurer and the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation duly chartered formed and validly existing in good standing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Property is located to the State of New Jersey, extent necessary to enable it to perform its obligations hereunder and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it make such qualification necessary. The Servicer has all requisite corporate power and authority to own and operate its or their properties, to carry out its or their business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge its or their obligations under this Agreement and the other Operative Documents to which the Servicer is a party. (b) The execution and delivery of this Agreement and any other Operative Document to which it is a party by the Servicer and its performance and compliance with the terms hereof and thereof have been duly authorized by all necessary action on the part of this Agreement the Servicer and will not violate the Servicer's corporate charter Certificate of Incorporation or by-laws 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the Operative Documents which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; andhereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation litigation, proceeding or investigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or performing any other Operative Document or that would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect the validity or the enforceability of the Home Equity Loans or its performance hereunder and the other Operative Documents to which the Servicer is a party. (f) The statements contained in the Registration Statement which describe the Servicer or matters or activities for which the Servicer is responsible in accordance with the Operative Documents or which are attributed to the 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 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 Servicer not misleading. (g) 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 Servicer 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 Home Equity Loans. (h) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the 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 Servicer and the performance by the Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (i) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (k) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation which would materially adversely impact the financial condition or operations of the Servicer or legal documents associated with the transaction contemplated by this Agreement. (l) There are no Sub-Servicers as of the Startup Day. (m) The Servicer covenants that it will terminate any Sub-Servicer within ninety (90) days after being directed by the Certificate Insurer to do so. (n) The Servicer represents and warrants that its computer and other systems used in servicing the Home Equity Loans currently are capable of operating in a manner so that on and after January 1, 2000 (i) the Servicer can service the Home Equity Loans in accordance with the terms of this Agreement and (ii) the Servicer can operate its business in the same manner as it is operating on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Trustee. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Sub-Servicer, the Certificate Insurer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. As promptly as practicable, but in any event, within 60 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be continuing as long as any removed by the Certificate shall Insurer or by the Trustee with the written consent of the Certificate Insurer pursuant to Section 8.20 hereof; provided, however, that if the Servicer can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminatedextended for an additional 90 days with the written approval of the Certificate Insurer.

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Datefollows: (a) The Servicer is a corporation duly chartered organized and validly existing in good standing existence under the laws of the State of New JerseyIndiana, and the Servicer is duly qualified or registered to do business, and is in good standing, as a foreign corporation in good standing in each every jurisdiction in which where the ownership or lease or its properties or the conduct nature of its business requires such qualification;it to be so qualified except where the failure to so qualify has not had and could not reasonably be expected to have a Material Adverse Effect. (b) The execution execution, delivery and delivery of this Agreement performance by the Servicer of the Agreement and its performance and compliance with the terms of this Agreement will not violate other Transaction Documents to which it is a party, (i) are within the Servicer's ’s corporate powers, (ii) have been duly authorized by all necessary corporate action on the part of the Servicer, (iii) do not contravene or result in a default under or conflict with (1) the Servicer’s charter or by-laws laws, (2) any law, rule or constitute a default regulation applicable to the Servicer, (3) any contractual restriction binding on or an event whichaffecting the Servicer or its property or (4) any order, with notice writ, judgment, award, injunction or lapse of timedecree binding on or affecting the Servicer or its property, or both, would constitute a defaultand (iv) under, or do not result in or require the breach ofcreation of any Adverse Claim upon or with respect to any of its properties, any material contractwhere, agreement in the cases of items (2), (3) and (4), such contravention, default or conflict has had or could reasonably be expected to have a Material Adverse Effect. The Agreement and the other instrument Transaction Documents to which the Servicer it is a party or which may be applicable to have been duly executed and delivered by the Servicer or any of its assets;Servicer. (c) This AgreementNo authorization or approval or other action by, assuming and no notice to or filing with, any Governmental Authority or other Person is required for the due authorizationexecution, execution delivery and delivery performance by the Trustee Servicer of the Agreement or any other Transaction Document to which it is a party. (d) Each of the Agreement and the Depositorother Transaction Documents to which it is a party constitutes the legal, constitutes a valid, legal valid and binding obligation of the Servicer, Servicer enforceable against it the Servicer in accordance with the terms hereof subject to applicable its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally and to by general principles of equity, regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law;. (de) There is no pending or threatened action or proceeding affecting the Servicer before any Governmental Authority or arbitrator which could have a Material Adverse Effect. (f) The Servicer has complied in all material respects with the Credit and Collection Policy with regard to each Pool Receivable. (g) the Servicer is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority or arbitrator, that, could reasonably be expected to have a Material Adverse Effect. (h) Each Servicer Report, Portfolio Certificate, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller to the Agent or any Purchaser Agent in connection with the Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent and any such Purchaser Agent at such time) as of the date so furnished, and no such item contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (i) The principal place of business and chief executive office (as such terms are used in the UCC) of the Servicer and the office(s) where the Servicer keeps its records concerning the Pool Receivables are located at the address set forth under its signature to this Agreement or the Backup Servicing Agreement, as applicable. (j) The Servicer is not in default with respect to violation of any order or decree of any court court, arbitrator or Governmental Authority. (k) Neither the Servicer nor any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations Affiliate of the Servicer has any direct or its properties indirect ownership or might have consequences that would affect its performance hereunder; andother financial interest in any Purchaser, the Agent or any Purchaser Agent. (el) No litigation The Servicer is pending not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (m) The Servicer is not (i) a country, territory, organization, person or entity named on an OFAC list; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns. (n) The Servicer has implemented and maintains in effect policies and procedures designed to ensure compliance by the Seller Parties and their respective Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and each of the Seller Parties, their respective Subsidiaries and their respective officers and employees and, to the knowledge of such Seller Party, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Seller Parties, any Subsidiary or, to the best knowledge of the Servicer's knowledgeapplicable Seller Party, threatened against any of their respective directors, officers or employees, or (b) to the Servicer which would prohibit its entering into knowledge of the applicable Seller Party, any agent of such Seller Party or any Subsidiary that will act in any capacity in connection with or benefit from the facility established hereby, is a Sanctioned Person. No purchase of a Participation, use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or performing its obligations under this Agreementapplicable Sanctions. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery Covenants of the Certificates Seller and shall be continuing as long as the Servicer. Until the latest of the Termination Date, the date on which no Investment of or Discount in respect of any Certificate Participation shall be outstanding or this the date all other amounts owed by the Seller under the Agreement has been terminated.to the Purchasers, the Purchaser Agents, the Agent and any other Indemnified Party or Affected Person shall be paid in full:

Representations and Warranties of the Servicer. The Servicer represents and represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders Owner that as of the Closing Datedate hereof or as of such date specifically provided herein: (a) The Servicer is a corporation duly chartered and validly existing corporation in good standing under the laws of the State of New Jerseyits organization and is qualified to transact business in, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which under the ownership or lease or its properties or laws of, and possesses all licenses necessary for the conduct of its business requires in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such qualificationqualification or license and no demand for such qualification or license has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The execution Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement by the Servicer Agreement, has duly executed and its performance delivered this Agreement, and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a validlegal, legal valid and binding obligation of the Servicer, enforceable against it in accordance with the its terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors' rights generally and to general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered specific performance; (c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Servicer's articles of incorporation or by-laws or materially conflict with or result in a proceeding breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in equity an acceleration under any of the foregoing, or at result in the material violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) The Servicer There is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No no litigation is pending or, to the best of the Servicer's knowledge, threatened with respect to the Servicer which is reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the financial condition of the Servicer; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained; (f) The Servicer is an approved seller/servicer of residential mortgage loans for F▇▇▇▇▇ Mae and F▇▇▇▇▇▇ Mac. The Servicer is in good standing to service mortgage loans for F▇▇▇▇▇ Mae and F▇▇▇▇▇▇ Mac and no event has occurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to either F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac; (g) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Owner, the Master Servicer and any Depositor, or disclosed in any public filing: (1) no default or servicing related performance trigger has occurred as to any other Pass-Through Transfer due to any act or failure to act of the Servicer; (2) no material noncompliance with applicable servicing criteria as to any other Pass-Through Transfer has occurred, been disclosed or reported by the Servicer; (3) the Servicer has not been terminated as servicer in a residential mortgage loan Pass-Through Transfer, either due to a servicing default or to application of a servicing performance test or trigger; (4) no material changes to the Servicer’s servicing policies and procedures for similar loans have occurred in the preceding three years; (5) there are no aspects of the Servicer’s financial condition that could have a material adverse impact on the performance by the Servicer of its obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against the Servicer which would prohibit its entering into this Agreement that could be material to investors in the securities issued in such Pass-Through Transfer; and (7) there are no affiliations, relationships or performing its obligations transactions relating to the Servicer of a type that are described under this Agreement. It is understood and agreed that Item 1119 of Regulation AB; (h) If so requested by the Owner, the Master Servicer or any Depositor on any date, the Servicer shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in clause (g) of this Section 3.02 shall survive the issuance Article or, if any such representation and delivery warranty is not accurate as of the Certificates date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party; (i) Notwithstanding anything to the contrary in the Agreement, the Servicer shall (or shall cause each Subservicer) (i) immediately notify the Owner, the Master Servicer and shall be continuing as long as any Certificate shall be outstanding Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the Servicer or any Subservicer and any of the parties specified in clause (7) of paragraph (g) of this Article (and any other parties identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships; (j) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner, the Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner, the Master Servicer and such Depositor, all information reasonably requested by the Owner, the Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities; and (k) Servicer has delivered to the Owner and the Master Servicer financial statements of its parent, for its last two complete fiscal years. All such financial information fairly presents the pertinent results of operations and financial position for the period identified and has been terminatedprepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or assets of the Servicer since the date of the Servicer’s financial information that would have a material adverse effect on its ability to perform its obligations under this Agreement.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders that that, as of the Closing Datedate of execution of this Agreement: (ai) The the Servicer is a corporation duly chartered formed and validly existing in good standing under the laws of the State of New Jersey, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualificationDelaware; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (ciii) This this Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (div) The the Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (ev) No no litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this AgreementAgreement as long as the Servicer has any obligations to service the Loans hereunder (and it has not assigned such obligations pursuant to this Section 3.1(c)), it shall be a FNMA or a FHLMC-qualified servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 2.7 shall survive the issuance and delivery of the Certificates and shall be continuing respective Mortgage Files to the Trustee, or to a Custodian, as long as any Certificate shall be outstanding or this Agreement has been terminatedthe case may be.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants toto the Trustee, for its own benefit and covenants with, the Trustee for the benefit of the Certificateholders that Certificateholders, and to the Depositor, the Special Servicer and the Fiscal Agent, as of the Closing Date, that: (ai) The Servicer is a banking corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New Jersey_______________, and the Servicer is duly qualified or registered as a foreign corporation in good standing in compliance with the laws of each jurisdiction State in which any Mortgaged Property is located to the ownership or lease or extent necessary to perform its properties or the conduct of its business requires such qualificationobligations under this Agreement; (bii) The execution and delivery of this Agreement by the Servicer Servicer, and its the performance and compliance with the terms of this Agreement by the Servicer, will not violate the Servicer's corporate charter or and by-laws 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 instrument to which the Servicer it is a party or which may be is applicable to the Servicer it or any of its assets, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (ciii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it the Servicer in accordance with the terms hereof hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally generally, and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (div) The Servicer is not in default with respect to any law, any order or decree of any court court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance ability to perform its duties and obligations hereunder; and; (ev) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its the Servicer from entering into this Agreement or, in the Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Servicer to perform its obligations under this Agreement or performing the financial condition of the Servicer; (vi) The Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. Any Sub-Servicing Agreements will comply with the provisions of Section 3.22; (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Servicer of its obligations under this Agreement. It is understood , and agreed that which, if not obtained would not have a materially adverse effect on the ability of the Servicer to perform its obligations hereunder; and (viii) The Servicer has full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in this Section 3.02 paragraph (a) above shall survive the issuance execution and delivery of the Certificates Agreement. The Servicer shall indemnify the Trustee, the Fiscal Agent and the Trust Fund and hold each of them harmless against any losses, damages, penalties, fines, forfeitures, and legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion arising from, or resulting from a material breach of the Servicer's representations and warranties contained in paragraph (a) above. Such indemnification shall be continuing as long as survive any Certificate shall be outstanding termination or this Agreement has been terminatedresignation of the Servicer, and any termination of the Agreement.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Trustee, the Trustee for Sponsor, the benefit of Certificate Insurer and to the Certificateholders that Owners as of the Closing DateStartup Day that: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New JerseyDelaware, and is, or a Sub-Servicer is, in compliance with the Servicer laws of each state in which any Property is duly qualified or registered located to the extent necessary to enable it to perform its obligations hereunder and is in good standing as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it make such qualification necessary. The Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge, either directly or through Sub-Servicers, its obligations under this Agreement and the other Operative Documents to which it is a party. The Servicer has equity of at least $10,000,000, as determined in accordance with generally accepted accounting principles. Any Sub-Servicer appointed by the Servicer will have 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. (b) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement, any Sub-Servicing 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 Servicer and will not violate the Servicer's corporate charter Articles of Incorporation or by-laws 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This Agreement, any Sub-Servicing Agreement and the other Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof, except as the enforcement hereof subject to may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; and, under any Sub-Servicing Agreement and under the other Operative Documents to which the Servicer is a party. (e) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation might have consequences that would prohibit its entering into this Agreement, any Sub-Servicing Agreement or performing 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 Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the 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 matters or activities for which the Servicer is responsible in accordance with the Operative Documents or which are attributable to the Servicer, either directly or through any Sub-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 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 Servicer not misleading. To the best of the 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. (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 Servicer 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 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the 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 and on the Startup Day, 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 Servicer and the performance by the Servicer, either directly or through a Sub-Servicer, of its obligations under this Agreement, any Sub-Servicing Agreement and such of the other Operative Documents to which it is a party. (j) The collection practices used by the Servicer, or any Sub-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 Servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 3.2 shall survive the issuance and delivery of the Certificates Mortgage Loans to the Trustee. Upon discovery by any of the Servicer, the Sponsor, the Certificate Insurer or the Trustee of a breach of any of the representations and warranties set forth in this Section 3.2 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 30 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be continuing as long as any removed by the Trustee pursuant to Section 8.20 hereof; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate shall Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminated.extended with the written approval of the Certificate Insurer and notice to each of ▇▇▇▇▇'▇ and S&P.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants toto the Trustee, for its own benefit and covenants with, the Trustee for the benefit of the Certificateholders that Certificateholders, and to the Depositor, the Special Servicer and the Fiscal Agent, as of the Closing Date, that: (ai) The Servicer is a banking corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New JerseyYork, and the Servicer is duly qualified or registered as a foreign corporation in good standing in compliance with the laws of each jurisdiction State in which any Mortgaged Property is located to the ownership or lease or extent necessary to perform its properties or the conduct of its business requires such qualificationobligations under this Agreement; (bii) The execution and delivery of this Agreement by the Servicer Servicer, and its the performance and compliance with the terms of this Agreement by the Servicer, will not violate the Servicer's corporate charter or and by-laws 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 instrument to which the Servicer it is a party or which may be is applicable to the Servicer it or any of its assets, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (ciii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it the Servicer in accordance with the terms hereof hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally generally, and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (div) The Servicer is not in default with respect to any law, any order or decree of any court court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance ability to perform its duties and obligations hereunder; and; (ev) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its the Servicer from entering into this Agreement or, in the Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Servicer to perform its obligations under this Agreement or performing the financial condition of the Servicer; (vi) The Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. Any Sub-Servicing Agreements will comply with the provisions of Section 3.22; (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Servicer of its obligations under this Agreement. It is understood , and agreed that which, if not obtained would not have a materially adverse effect on the ability of the Servicer to perform its obligations hereunder; and (viii) The Servicer has full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in this Section 3.02 paragraph (a) above shall survive the issuance execution and delivery of the Certificates Agreement. The Servicer shall indemnify the Trustee, the Fiscal Agent and the Trust Fund and hold each of them harmless against any losses, damages, penalties, fines, forfeitures, and legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion arising from, or resulting from a material breach of the Servicer's representations and warranties contained in paragraph (a) above. Such indemnification shall be continuing as long as survive any Certificate shall be outstanding termination or this Agreement has been terminatedresignation of the Servicer, and any termination of the Agreement.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders that that, as of the Closing Datedate of execution of this Agreement: (a) The the Servicer is a corporation duly chartered formed and validly existing in good standing under the laws of the State of New Jersey, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualificationIllinois; (b) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This this Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The the Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federalFederal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and; (e) No no litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; and (f) as long as the Servicer has any obligations to service the Mortgage Loans hereunder (and it has not assigned such obligations pursuant to Section 3.1(c)), it shall be a FNMA or a FHLMC-qualified servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 2.7 shall survive the issuance and delivery of the Certificates and shall be continuing respective Mortgage Files to the Trustee, or to a Custodian, as long as any Certificate shall be outstanding or this Agreement has been terminatedthe case may be.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Depositor, the Trustee for Issuer, the benefit of Owner Trustee, the Certificateholders Indenture Trustee, the Note Insurer and the Owners that as of the Closing Date: (a) The Servicer is a corporation duly chartered organized and validly existing and in good standing under the laws of the State of New JerseyFlorida, is, and each Sub-Servicer is, in compliance with the Servicer laws of each state in which any Property is duly qualified or registered as a foreign corporation located to the extent necessary to enable it to perform its obligations hereunder and is in good standing in each jurisdiction in which the ownership or lease or nature of its properties business, or the conduct of properties owned or leased by it make such qualification necessary. The Servicer and each Sub-Servicer have all requisite partnership or corporate, as the case may be, power and authority to own and operate its or their properties, to carry out its or their business requires such qualification;as presently conducted and as proposed to be conducted and to enter into and discharge its or their obligations under this Agreement and the other Operative Documents to which the Servicer is a party. (b) The execution and delivery of this Agreement and any other Operative Document to which it is a party by the Servicer and its performance and compliance with the terms hereof and thereof have been duly authorized by all necessary action on the part of this Agreement the Servicer and will not violate the Servicer's corporate charter Articles of Incorporation or by-laws 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder; andhereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation might have consequences that would prohibit its entering into this Agreement or performing any other Operative Document or that would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect the validity or the enforceability of the Home Equity Loans or its performance hereunder and the other Operative Documents to which the Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the 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 Servicer or matters or activities for which the Servicer is responsible or which are attributed to the Servicer therein are true and correct in all material respects, and the Prospectus Supplement does not contain any untrue statement of a material fact with respect to the 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 Servicer, 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 Servicer 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 Home Equity Loans. (i) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the 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 Servicer and the performance by the Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (j) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business and in conformity with relevant ▇▇▇▇▇▇ Mae guidelines. (k) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (l) No material adverse change affecting any security for the Notes has occurred prior to delivery of and payment for the Notes. (m) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation which would materially adversely impact the financial condition or operations of the Servicer or legal documents associated with the transaction contemplated by this Agreement. (n) To the best knowledge of the Servicer, there has been no material adverse change in any information submitted by the Servicer in writing to the Note Insurer with respect to the transactions contemplated by this Agreement (unless such information was subsequently supplemented in writing). It is understood and agreed that the representations and warranties set forth in this Section 3.02 2.02 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Issuer. Upon discovery by any of the Depositor, the Seller, the Issuer, the Custodian, any Sub-Servicer, the Note Insurer, any Owner or the Indenture Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 2.02 which materially and adversely affects the interests of the Owners or of the Note Insurer, the party discovering such breach shall give prompt written notice to the other parties. As promptly as practicable, but in any event, within 60 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be continuing as long as any Certificate shall removed by the Note Insurer or by the Indenture Trustee with the written consent of the Note Insurer pursuant to Section 4.20 hereof; provided, however, that if the Servicer can establish to the reasonable satisfaction of the Note Insurer that it is diligently pursuing remedial action, then the cure period may be outstanding or this Agreement has been terminatedextended for an additional 90 days with the written approval of the Note Insurer.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Depositor, the Trustee for and the benefit of the Certificateholders Owners that as of the Closing DateStartup Day: (a) The Servicer is a corporation limited liability company duly chartered formed and validly existing in good standing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Property is located to the State of New Jersey, extent necessary to enable it to perform its obligations hereunder and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct nature of its business requires or the properties owned or leased by it make such qualification;qualification necessary. The Servicer has all requisite limited liability company 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 Agreement and the other Operative Documents to which the Servicer is a party. (b) The execution and delivery of this Agreement and any other Operative Document to which it is a party by the Servicer and its performance and compliance with the terms hereof and thereof have been duly authorized by all necessary limited liability company action on the part of this Agreement the Servicer and will not violate the Servicer's corporate charter certificate of formation or by-laws limited liability company agreement 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 instrument to which the Servicer is a party or by which may be applicable to the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its assets;properties. (c) This AgreementAgreement and the other Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the Trustee other parties hereto and the Depositorthereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally and to by general principles of equity, regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law;). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would could materially and adversely affect the condition (financial or otherotherwise) or operations of the Servicer or its properties or might have the consequences that would of which could materially and adversely affect its performance hereunder; andhereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation litigation, proceeding or investigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or performing any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect the validity or the enforceability of the Home Equity Loans or the Servicer's performance hereunder and under the other Operative Documents to which the Servicer is a party. (f) The statements contained in the Registration Statement which describe the Servicer or matters or activities for which the Servicer is responsible in accordance with the Operative Documents or which are attributed to the 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 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 Servicer not misleading. (g) 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 Servicer 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 Home Equity Loans. (h) 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 Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the 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 Servicer and the performance by the Servicer of its obligations under this AgreementAgreement and such of the other Operative Documents to which it is a party. (i) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (k) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation, in any such case which could materially adversely impact the financial condition or operations of the Servicer or adversely impact the Servicer's performance of its obligations under the Operative Documents. (l) There are no Sub-Servicers as of the Startup Day. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates Home Equity Loans to the Trustee. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Sub-Servicer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners, the party discovering such breach shall be continuing give prompt written notice to the other parties. As promptly as long as practicable, but in any Certificate event within 60 days of its discovery or its receipt of notice of breach, the Servicer shall be outstanding or this Agreement has been terminatedcure such breach in all material respects.

Representations and Warranties of the Servicer. The Servicer represents and hereby represents, warrants to, and covenants withto the Owner Trustee, the Note Insurer, the Noteholders and the Indenture Trustee for the benefit of the Certificateholders that as of the Closing Datedate of this Servicing Agreement and for so long as the Servicer shall continue to act as Servicer hereunder: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New Jersey, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualificationTexas; (b) The execution All necessary corporate, regulatory or other similar action has been taken to authorize and delivery of empower the Servicer and the officers or representatives acting on the Servicer's behalf, and the Servicer has full power and authority to execute, deliver and perform this Servicing Agreement; (c) This Servicing Agreement has been duly authorized, executed and delivered by the Servicer and its the performance and compliance with the terms of this Servicing Agreement will not violate the Servicer's corporate charter articles of incorporation or by-laws 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, indenture, loan, lease, credit agreement or any other agreement or instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (cd) This Agreement, assuming due authorization, execution The Servicer is duly licensed and delivery by qualified to perform the Trustee functions specified herein and the Depositor, this Servicing Agreement constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (de) The Servicer is not in default violation of, and the execution, delivery and performance of this Servicing Agreement by the Servicer will not constitute a violation with respect to to, any order or decree of any court or any order, regulation or demand of any federal, stateState, municipal or governmental agency, which default violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect the performance of its duties hereunder; (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or threatened against or contemplated by the Servicer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Servicing Agreement; (g) No information, Officer's Certificate or statement furnished in writing or report delivered to the Indenture Trustee, the Owner Trustee, the Note Insurer, or any Noteholder by the Servicer required under this Servicing Agreement contains any untrue statement of a material fact or omits a material fact necessary to make the information, certificate, statement or report in light of the circumstances under which it was made, not misleading; provided that the Servicer makes no representation or warranty with respect to any information incorporated into or forming the basis of any Officer's Certificate, information, statement or report provided by the Servicer that is provided to the Servicer by any other Person; (h) The Servicer has the knowledge, the experience and the systems, financial and operational capacity available to timely perform each of its obligations hereunder; and (ei) No litigation is pending orThe Servicer has, with respect to the best of Receivables, complied in all material respects with the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedCollection Policy.

Representations and Warranties of the Servicer. The Servicer represents and represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders Owner that as of the Closing DateEffective Date or as of such date specifically provided herein: (a) The Servicer is a corporation duly chartered and validly existing corporation in good standing under the laws of the State of New Jerseyits organization and is qualified to transact business in, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which under the ownership or lease or its properties or laws of, and possesses all licenses necessary for the conduct of its business requires in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such qualificationqualification or license and no demand for such qualification or license has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The execution Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement by the Servicer Agreement, has duly executed and its performance delivered this Agreement, and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a validlegal, legal valid and binding obligation of the Servicer, enforceable against it in accordance with the its terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors' rights generally and to general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered specific performance; (c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Servicer's articles of incorporation or by-laws or materially conflict with or result in a proceeding material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in equity an acceleration under any of the foregoing, or at result in the material violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) The Servicer There is not in default no litigation pending or, to the Seller’s knowledge, threatened with respect to any order the Servicer which is reasonably likely to have a material adverse effect on the execution, delivery or decree enforceability of any court this Agreement, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might is reasonably likely to have consequences that would materially and adversely affect a material adverse effect on the financial condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; andServicer; (e) No litigation consent, approval, authorization or order of any court or governmental agency or body is pending orrequired for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained; (f) The collection and servicing practices used by the Servicer, with respect to each Mortgage Note and Mortgage have been in all material respects legal. With respect to escrow deposits and payments that the Servicer collects, all such payments are in the possession of, or under the control of, the Servicer, and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note; (g) The Servicer is in good standing to service mortgage loans for F▇▇▇▇▇ M▇▇ and F▇▇▇▇▇▇ Mac and no event has occurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to either F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac; (h) No written statement, report or other document furnished or to be furnished pursuant to the best Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading; (i) No fraud or misrepresentation of a material fact with respect to the servicing of a Mortgage Loan has taken place on the part of the Servicer; (j) At the time Servicer commenced servicing the Mortgage Loans, either (i) each Mortgagor was properly notified with respect to Servicer's knowledgeservicing of the related Mortgage Loan in accordance with the C▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ National Affordable Housing Act of 1990, threatened against as the same may be amended from time to time, and the regulations provided in accordance with the Real Estate Settlement Procedures Act or (ii) such notification was not required; (k) At the time Servicer commenced servicing the Mortgage Loans, all applicable taxing authorities and insurance companies (including primary mortgage insurance policy insurers, if applicable) and/or agents were notified of the transfer of the servicing of the Mortgage Loans to Servicer, or its designee, and Servicer currently receives all related notices, tax bills and insurance statements. Additionally, any and all costs, fees and expenses associated with the Servicer’s commencement of the servicing of the Mortgage Loans, including the costs of any insurer notifications, the transfer or implementation of tax service contracts, flood certification contracts, and any and all other servicing transfer-related costs and expenses have been paid for by the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreementand will, in no event, be the responsibility of the Owner; and (l) The collection and servicing practices with respect to each Mortgage Note and Mortgage have been in all material respects legal. It is understood With respect to escrow deposits and agreed payments that the representations Servicer collects, all such payments are in the possession of, or under the control of, the Servicer, and warranties set forth there exist no deficiencies in this Section 3.02 shall survive connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or other charges or payments due under the issuance and delivery of Mortgage Note have been capitalized under any Mortgage or the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedrelated Mortgage Note.

Representations and Warranties of the Servicer. The Servicer (a) KeyBank National Association, as Servicer, hereby represents and warrants toto the other parties hereto, and covenants with, the Trustee for the benefit of the Certificateholders and the Companion Loan Holder(s), that as of the Closing Date: (ai) The Servicer it is a corporation national banking association, duly chartered organized, validly existing, and validly existing is in good standing under the laws of the State of New JerseyUnited States; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, perform and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will shall not violate the Servicer's corporate charter its organizational documents or by-laws any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral; (ciii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, this Agreement constitutes a its valid, legal legal, and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally and to generally, (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations; (div) The Servicer is not in default it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) this Agreement has been duly executed and delivered by it; (vi) all consents, approvals, authorizations, orders or filings of or with respect to any order or decree of any court or any ordergovernmental agency or body, regulation if any, required for the execution, delivery and performance of this Agreement by it have been obtained or demand of any federalmade; (vii) there is no pending action, statesuit or proceeding, municipal arbitration or governmental agencyinvestigation against it, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations outcome of the Servicer or which, in its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending orreasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (viii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.5 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates parties hereto, the Certificateholders and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedthe Companion Loan Holder(s).

Representations and Warranties of the Servicer. The Servicer (a) ▇▇▇▇▇ Fargo Bank, National Association, as the Servicer, hereby represents and warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders other parties hereto that as of the Closing Date: (ai) The Servicer it is a corporation national banking association, duly chartered organized, validly existing, and validly existing in good standing under the laws of the State United States of New JerseyAmerica; it is, and throughout the Servicer term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where any Property is duly qualified or registered as a foreign corporation located to the extent required by applicable law and necessary to ensure the enforceability of the Trust Loan and the Companion Loans in good standing in each jurisdiction in which accordance with the ownership or lease or its properties or the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct of its business requires such qualificationand to execute, deliver, and comply with its obligations under this Agreement; (bii) The the execution and delivery of this Agreement by the Servicer and its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement will not violate the Servicer's corporate charter its articles of association or by-laws laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the breach of, under any material contract, agreement agreement, or other instrument to which the Servicer it is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation or default might would have consequences that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder; (iii) this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the condition (financial or other) or operations application of the Servicer or its properties or might have consequences that would affect its performance hereunder; andrules of equity, including those respecting the availability of specific performance; (eiv) No litigation it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vi) there is no pending oraction, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable judgment, could reasonably be expected to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its it from entering into this Agreement or performing materially and adversely affect its ability to perform its obligations under this Agreement. It ; and (vii) it has errors and omissions insurance and fidelity bond coverage which is understood in full force and agreed that effect and complies with the requirements of Section 3.11(d). (b) The representations and warranties of the Servicer set forth in this Section 3.02 2.4 shall survive until termination of this Agreement, and shall inure to the issuance and delivery benefit of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedparties hereto.

Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Datefollows: (a) The Servicer is a corporation duly chartered organized and validly existing in good standing existence under the laws of the State of New JerseyIndiana, and the Servicer is duly qualified or registered to do business, and is in good standing, as a foreign corporation in good standing in each every jurisdiction in which where the ownership or lease or its properties or the conduct nature of its business requires such qualification;it to be so qualified except where the failure to so qualify has not had and could not reasonably be expected to have a Material Adverse Effect. (b) The execution execution, delivery and delivery of this Agreement performance by the Servicer of the Agreement and its performance and compliance with the terms of this Agreement will not violate other Transaction Documents to which it is a party, (i) are within the Servicer's ’s corporate powers, (ii) have been duly authorized by all necessary corporate action on the part of the Servicer, (iii) do not contravene or result in a default under or conflict with (1) the Servicer’s charter or by-laws laws, (2) any law, rule or constitute a default regulation applicable to the Servicer, (3) any contractual restriction binding on or an event whichaffecting the Servicer or its property or (4) any order, with notice writ, judgment, award, injunction or lapse of timedecree binding on or affecting the Servicer or its property, or both, would constitute a defaultand (iv) under, or do not result in or require the breach ofcreation of any Adverse Claim upon or with respect to any of its properties, any material contractwhere, agreement in the cases of items (2), (3) and (4), such contravention, default or conflict has had or could reasonably be expected to have a Material Adverse Effect. The Agreement and the other instrument Transaction Documents to which the Servicer it is a party or which may be applicable to have been duly executed and delivered by the Servicer or any of its assets;Servicer. (c) This AgreementNo authorization or approval or other action by, assuming and no notice to or filing with, any Governmental Authority or other Person is required for the due authorizationexecution, execution delivery and delivery performance by the Trustee Servicer of the Agreement or any other Transaction Document to which it is a party. (d) Each of the Agreement and the Depositorother Transaction Documents to which it is a party constitutes the legal, constitutes a valid, legal valid and binding obligation of the Servicer, Servicer enforceable against it the Servicer in accordance with the terms hereof subject to applicable its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally and to by general principles of equity, regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law;. (de) There is no pending or threatened action or proceeding affecting the Servicer before any Governmental Authority or arbitrator which could have a Material Adverse Effect. (f) The Servicer has complied in all material respects with the Credit and Collection Policy with regard to each Receivable. (g) the Servicer is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority or arbitrator, that, could reasonably be expected to have a Material Adverse Effect. (h) Each Servicer Report, Portfolio Certificate, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller to the Agent or any Purchaser Agent in connection with the Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent and any such Purchaser Agent at such time) as of the date so furnished, and no such item contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (i) The principal place of business and chief executive office (as such terms are used in the UCC) of the Servicer and the office(s) where the Servicer keeps its records concerning the Receivables are located at the address set forth under its signature to this Agreement or the Backup Servicing Agreement, as applicable. (j) The Servicer is not in default with respect to violation of any order or decree of any court court, arbitrator or Governmental Authority. (k) Neither the Servicer nor any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations Affiliate of the Servicer has any direct or its properties indirect ownership or might have consequences that would affect its performance hereunder; andother financial interest in any Purchaser, the Agent or any Purchaser Agent. (el) No litigation The Servicer is pending or, to not an “investment company” within the best meaning of the Servicer's knowledgeInvestment Company Act of 1940, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreementas amended. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery Covenants of the Certificates Seller and shall be continuing as long as the Servicer. Until the latest of the Termination Date, the date on which no Investment of or Discount in respect of any Certificate Participation shall be outstanding or this the date all other amounts owed by the Seller under the Agreement has been terminated.to the Purchasers, the Purchaser Agents, the Agent and any other Indemnified Party or Affected Person shall be paid in full:

Representations and Warranties of the Servicer. The With respect to a Mortgage Loan Package, the Servicer represents and represents, warrants to, and covenants withto the Owner that, the Trustee for the benefit of the Certificateholders that as of the related Closing Date: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New Jersey, jurisdiction in which it is organized and the Servicer is duly qualified or registered as a foreign corporation and licensed to transact business in and is in good standing under the laws of each state where each Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loan in each jurisdiction accordance with the terms of this Agreement. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in which the ownership or lease or accordance with its properties or the conduct of its business requires such qualificationterm; (b) The execution Servicer has the full power and delivery of authority to (i) perform and enter into and consummate all transactions contemplated by this Agreement and (ii) to service each Mortgage Loan; (c) The consummation of the transactions contemplated by this Agreement are in the Servicer and its performance and ordinary course of business of the Servicer, which is in the business of servicing loans; (d) Neither the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement Agreement, will not violate conflict with or result in a breach of any of the terms, conditions or provisions of the Servicer's corporate charter or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, [charter] or result in the a material breach of, of any legal restriction or any material contract, agreement or other instrument to which the Servicer is now a party or by which may be applicable it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or any of its assetsproperty is subject; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (de) The Servicer is not an approved servicer for F▇▇▇▇▇ Mae and F▇▇▇▇▇▇ Mac in default with respect to any order or decree of any court or any ordergood standing. No event has occurred, regulation or demand of any federal, state, municipal or governmental agencyincluding a change in insurance coverage, which default might have consequences that would make the Servicer unable to comply with F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac eligibility requirements; (f) There is no action, suit, proceeding, investigation or litigation pending or, to the Servicer’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Servicer would materially and adversely affect the condition (financial Servicer’s ability to service the Mortgage Loans hereunder in accordance with the terms hereof, or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing ’s ability to perform its obligations under this Agreement. It ; (g) No consent, approval, authorization or order of any court or governmental agency or body is understood required for the execution, delivery and agreed performance by the Servicer, of or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date; (h) The Servicer acknowledges and agrees that the representations Servicing Fee represents reasonable compensation for performing such services and warranties set forth that the entire Servicing Fee shall be treated by the Servicer, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement; (i) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Section 3.02 shall survive Agreement; (j) The Servicer is a member of MERS in good standing, and will comply in all material respects with the issuance rules and delivery procedures of MERS in connection with the servicing of the Certificates Mortgage Loans registered with MERS; (k) The Servicer has serviced, and shall at all times service, the Mortgage Loans in accordance with the Acceptable Servicing Procedures, the Mortgage Note and applicable federal, state and local laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws, and the Servicer shall maintain in its possession, available for the Owner’s inspection and shall deliver to the Owner upon demand, evidence of compliance with all such requirements. All inspections, licenses and certificates required to be continuing as long as made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (l) The Servicer has fully furnished (or caused to be furnished), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, or any Certificate shall their successors and assigns (three of the credit repositories), on a monthly basis; and (m) No statement, report or other document prepared and furnished by the Servicer or to be outstanding or prepared and furnished by the Servicer pursuant to this Agreement has been terminatedin connection with the transactions contemplated hereby contain or will contain any untrue statement of fact or omit to state a fact necessary to make the statements contained therein not misleading.

Representations and Warranties of the Servicer. and the ------------------------------------------------------ Depositor. (a) The Servicer represents and hereby represents, warrants to, and covenants with, to the --------- Trustee for the benefit of the Certificateholders that that, as of the Closing Datedate of execution of this Agreement: (ai) The Servicer is a corporation duly chartered formed and validly existing in good standing under the laws of the State of New Jersey, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualificationof___________; (bii) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (ciii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (div) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federalFederal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (ev) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 2.03(a) shall survive the issuance and delivery of the Certificates respective Mortgage Files to the Trustee or the Custodian. (b) The Depositor hereby represents and warrants to the Trustee for the benefit of Certificateholders that, as of the date of execution of this Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the case may be: (i) The information set forth in the Mortgage Loan Schedule was true and correct in all material respects at the date or dates respecting which such information is furnished as specified in the Mortgage Loan Schedule; (ii) Immediately prior to the transfer and assignment contemplated herein, the Depositor was the sole owner and holder of the Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature and has full right and authority to sell and assign the same; (iii) The Mortgage is a valid, subsisting and enforceable first lien on the property therein described, and the Mortgaged Property is free and clear of all encumbrances and liens having priority over the first lien of the Mortgage except for (A) liens for current real estate taxes and assessments not yet due and payable and liens or interests arising under or as a result of any federal, state or local law, regulation or ordinance relating to hazardous wastes or hazardous substances, (B) covenants, conditions and restrictions, rights of way, easements and other maters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender's title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the appraised value of the Mortgaged Property, (C) other matters to which like properties are commonly subject which do not materially interfered with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property and (D) if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute or homeowners association fees; and if the Mortgaged Property consists of shares of a cooperative housing corporation, any lien for amounts due to the cooperative housing corporation for unpaid assessments or charges or any lien of any assignment of rents or maintenance expenses secured by the real property owned by the cooperative housing corporation; and any security agreement, chattel mortgage or equivalent document related to, and delivered to the Trustee or to the Custodian with, any Mortgage establishes in the Depositor a valid and subsisting first lien on the property described therein and the Depositor has full right to sell and assign the same to the Trustee; (iv) Neither the Depositor nor any prior holder of the Mortgage or the related Mortgage Note has modified the Mortgage or the related Mortgage Note in any material respect, satisfied, canceled or subordinated the Mortgage in whole or in part, released the Mortgaged Property in whole or in part from the lien of the Mortgage, or executed any instrument of release, cancellation, modification or satisfaction, except in each case as is reflected in an agreement delivered to the Trustee or the Custodian pursuant to Section 2.01; (v) Any future advances made prior to the Cut-Off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee's consolidated interest or by other title evidence acceptable to FNMA and FHLMC. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan. (vi) All taxes, governmental assessments, insurance premiums, and water, sewer and municipal charges, which previously became due and owing have been paid, or an escrow of funds has been established, to the extent permitted by law, in an amount sufficient to pay for every such item which remains unpaid; and the Depositor has not advanced funds, or received any advance of funds by a party other than the Mortgagor, directly or indirectly (except pursuant to any Subsidy Loan arrangement) for the payment of any amount required by the Mortgage, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is later, to the day which precedes by thirty days the first Due Date under the related Mortgage Note; (vii) The Mortgaged Property is undamaged by water, fire, earthquake, earth movement other than earthquake, windstorm, flood, tornado or similar casualty (excluding casualty from the presence of hazardous wastes or hazardous substances, as to which the Depositor makes no representations), so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended and to the best of the Depositor's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the Mortgaged Property; (viii) The Mortgaged Property is free and clear of all mechanics' and materialmen's liens or liens in the nature thereof; provided, however, that -------- ------- this warranty shall be continuing deemed not to have been made at the time of the initial issuance of the Certificates if a title policy affording, in substance, the same protection afforded by this warranty is furnished to the Trustee by the Depositor; (ix) Except for Mortgage Loans secured by Co-op Shares, the Mortgaged Property consists of a fee simple estate in real property; all of the improvements which are included for the purpose of determining the appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of such property and no improvements on adjoining properties encroach upon the Mortgaged Property (unless insured against under the related title insurance policy); and to the best of the Depositor's knowledge, the Mortgaged Property and all improvements thereon comply with all requirements of any applicable zoning and subdivision laws and ordinances; (x) The Mortgage Loan meets, or is exempt from, applicable state or federal laws, regulations and other requirements, pertaining to usury, and the Mortgage Loan is not usurious; (xi) To the best of the Depositor's knowledge, all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including, but not limited to, certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (xii) All payments required to be made up to the Due Date immediately preceding the Cut-Off Date for such Mortgage Loan under the terms of the related Mortgage Note have been made and no Mortgage Loan had more than one delinquency in the twelve months preceding the Cut-Off Date; (xiii) The Mortgage Note, the related Mortgage and other agreements executed in connection therewith are genuine, and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as long as any Certificate shall such enforcement may be outstanding limited by bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or this Agreement other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); and, to the best of the Depositor's knowledge, all parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has been terminated.duly and properly executed by the Mortgagor; (xiv) Any and all requirements of any federal, state or local law with respect to the origination of the Mortgage Loans including, without limitation, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loans have been complied with; (xv) The proceeds of the Mortgage Loans have been fully disbursed to or for the account of the mortgagor, there is no requirement for future advances thereunder and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with; and all costs, fees and expenses incurred in making, closing or recording the Mortgage Loan have been paid, except recording fees with respect to Mortgages not recorded as of the Closing Date, and the mortgagor is not entitled to any refund of any amounts paid or due to the mortgagee pursuant to the Mortgage Note or Mortgage; (xvi) The Mortgage Loan (except any Mortgage Loan secured by Mortgaged Property located in a jurisdiction in which an opinion of counsel of the type customarily rendered in lieu of title insurance is instead received) is covered by an American Land Title Association mortgagee title insurance policy or other generally acceptable form of policy or insurance acceptable to FNMA or FHLMC, issued by a title insurer acceptable to FNMA or FHLMC insuring the originator, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and subject only to (A) the lien of current real property taxes and assessments not yet due and payable, (B) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the Mortgaged Property is located or specifically referred to in the appraisal performed in connection with the origination of the related Mortgage Loan, (C) liens created pursuant to any federal, state or local law, regulation or ordinance affording liens for the costs of clean-up of hazardous substances or hazardous wastes or for other environmental protection purposes and (D) such other matters to which like properties are commonly subject which do not individually, or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage; the Depositor is the sole insured of such mortgagee title insurance policy, the assignment to the Trustee of the Depositor's interest in such mortgagee title insurance policy does not require any consent of or notification to the insurer which has not been obtained or made, such mortgagee title insurance policy is in full force and effect and will be in full force and effect and inure to the benefit of the Trustee, no claims have been made under such mortgagee title insurance policy, and no prior holder of the related Mortgage, including the Depositor, has done, by act or omission, anything which would impair the coverage of such mortgagee title insurance policy; (xvii) The Mortgaged Property securing each Mortgage Loan is insured by an insurer acceptable to FNMA or FHLMC against loss by fire and such hazards as are covered under a standard extended coverage endorsement, in an amount which is not less than the lesser of 100% of the insurable value of the Mortgaged Property and the outstanding principal balance of the Mortgage Loan, but in no event less than the minimum amount necessary to fully compensate for any damage or loss on a replacement cost basis; if the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project; all such insurance policies contain a standard mortgagee clause naming the originator of the Mortgage Loan, its successors and assigns as mortgagee and all premiums thereon have been paid; if upon origination of the Mortgage Loan, the improvements on the Mortgaged Property were in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (A) the outstanding principal balance of the Mortgage Loan, (B) the full insurable value and (C) the maximum amount of insurance which was available under the National Flood Insurance Act of 1968, as amended; and each mortgage obligates the mortgagor thereunder to maintain all such insurance at the mortgagor's cost and expense and on the mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the mortgagor's cost and expense and to seek reimbursement therefor from the mortgagor; (xviii) To the best of the Depositor's knowledge, there is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; the Depositor has not waived any default, breach, violation or event of acceleration; and no foreclosure action is currently threatened or has been commenced with respect to the Mortgage Loan; (xix) To the best of the Depositor's knowledge, no Mortgage Note or Mortgage is subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note or Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject it to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (xx) Each Mortgage Note is payable in monthly payments, resulting in complete amortization of the Mortgage Loan over a term of not more

Representations and Warranties of the Servicer. The Servicer represents and represents, warrants to, and covenants with, to the Trustee for the benefit of the Certificateholders Owner that as of the Closing Datedate hereof or as of such date specifically provided herein: (a) The Servicer is a corporation duly chartered and validly existing corporation in good standing under the laws of the State state of New Jerseyits organization and is qualified to transact business in, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which under the ownership or lease or its properties or laws of, and possesses all authority necessary for the conduct of its business requires in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such qualificationqualification or license and no demand for such qualification or license has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The execution Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement by the Servicer Agreement, has duly executed and its performance delivered this Agreement, and compliance with the terms of this Agreement will not violate the Servicer's corporate charter or by-laws 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 instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a validlegal, legal valid and binding obligation of the Servicer, enforceable against it in accordance with the its terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors' rights generally and to general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered specific performance; (c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Servicer's articles of incorporation or by-laws or materially conflict with or result in a proceeding material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in equity an acceleration under any of the foregoing, or at result in the material violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) The Servicer There is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No no litigation is pending or, to the best of the Servicer's knowledge, threatened against with respect to the Servicer which would prohibit its entering into is reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the financial condition of the Servicer; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery consummation of the Certificates and shall be continuing as long as any Certificate shall be outstanding or transactions contemplated by this Agreement has except for consents, approvals, authorizations and orders which have been terminated.obtained;

Representations and Warranties of the Servicer. The Servicer Servicer, represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Datefollows: (a) The Servicer is a corporation duly chartered and incorporated, validly existing and in good standing under the laws of the State of New Jerseyits organization, and the Servicer is duly qualified or registered to do business and is in good standing as a foreign corporation in good standing in each every jurisdiction in which where the ownership or lease or its properties or the conduct nature of its business requires such qualification;it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. (b) The execution execution, delivery and delivery of this Agreement performance by the Servicer of the Agreement and its performance and compliance with the terms of this Agreement will not violate other Transaction Documents to which it is a party, including the Servicer's use of the proceeds of purchases and reinvestments: (i) are within its corporate powers; (ii) have been duly authorized by all necessary corporate action; (iii) do not contravene or result in a default under or conflict with: (A) its charter or by-laws laws, (B) any law, rule or constitute regulation applicable to it, (C) any material indenture, loan agreement, mortgage, deed of trust or other material agreement or instrument to which it is a default (party or an event which, with notice or lapse of timeby which it is bound, or both(D) any order, would constitute a defaultwrit, judgment, award, injunction or decree binding on or affecting it or any of its property; and (iv) under, or do not result in or require the breach of, creation of any Adverse Claim upon or with respect to any of its properties pursuant to the terms of any material contractindenture, loan agreement, mortgage, deed of trust or other material agreement or instrument. The Agreement and the other instrument Transaction Documents to which the Servicer is a party or which may be applicable to have been duly executed and delivered by the Servicer or any of its assets;Servicer. (c) This Agreement, assuming due No authorization, execution license, approval or other action by, and no notice to or filing with any Governmental Authority or other Person, is required for the due execution, delivery and performance by the Trustee Servicer of the Agreement or any other Transaction Document to which it is a party that would have a Material Adverse Effect. (d) Each of the Agreement and the Depositorother Transaction Documents to which the Servicer is a party constitutes the legal, constitutes a valid, legal valid and binding obligation of the Servicer, Servicer enforceable against it the Servicer in accordance with the terms hereof subject to applicable its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other or similar state or federal debtor relief laws affecting from time to time in effect which affect the enforcement of creditors' rights generally in general and to general principles the availability of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;equitable remedies. (de) The consolidated balance sheets of The Pittston Company and its Subsidiaries at December 31, 1999, and the related consolidated statements of operations, cash flows, and shareholders' equity and other comprehensive income for the fiscal year then ended, copies of which have been furnished to the Administrator, fairly present the consolidated financial condition of The Pittston Company and its Subsidiaries at such date and the consolidated results of the operations of The Pittston Company and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied, and since December 31, 1999 there has been no event or circumstances which have had a Material Adverse Effect. (f) Except as disclosed in the most recent audited financial statements of The Pittston Company furnished to the Administrator, there is no pending or, to the knowledge of a Responsible Officer of The Pittston Company or the Servicer, threatened action or proceeding affecting it or any of its Subsidiaries before any Governmental Authority or arbitrator that would have a Material Adverse Effect. (g) Each Monthly Report (if prepared by the Servicer or one of its Affiliates on its behalf, or to the extent that information contained therein is supplied by the Servicer or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by a Responsible Officer of the Servicer to the Administrator in connection with the Agreement is or will be complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Administrator at such time) as of the date so furnished. (h) The Servicer is not in default with respect to violation of any order or decree of any court court, arbitrator or Governmental Authority binding or affecting it or any order, regulation or demand of any federal, state, municipal or governmental agencyits properties, which default might violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; anda Material Adverse Effect. (ei) No litigation is pending or, The Servicer has complied in all material respects with the Credit and Collection Policy of each Originator with regard to the best of the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedeach Receivable originated by such Originator.

Representations and Warranties of the Servicer. The initial Servicer represents and hereby represents, warrants to, and covenants withto the Back-up Servicer, the Issuer, the Insurer, the Noteholders and the Indenture Trustee for the benefit of the Certificateholders that as of the Closing Datedate of this Servicing Agreement: (a) The Servicer is a corporation duly chartered and organized, validly existing and in good standing under the laws of the State of New Jersey, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualificationDelaware; (b) The execution All necessary corporate, regulatory or other similar action has been taken to authorize and delivery of empower the Servicer and the officers or representatives acting on the Servicer’s behalf, and the Servicer has full power and authority to execute, deliver and perform this Servicing Agreement; (c) This Servicing Agreement and the Sale and Allocation Agreement have been duly authorized, executed and delivered by the Servicer and its the performance and compliance with the terms of this Servicing Agreement and the Sale and Allocation Agreement will not violate the Servicer's corporate charter ’s certificate of incorporation or by-laws 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 Transaction Document or any other contract, loan, lease, credit agreement or any other agreement or instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (cd) This Agreement, assuming due authorization, execution The Servicer is duly licensed and delivery by qualified to perform the Trustee functions specified herein and this Servicing Agreement and the Depositor, Sale and Allocation Agreement constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (de) The Servicer is not in default violation of, and the execution, delivery and performance of this Servicing Agreement and the Sale and Allocation Agreement by the Servicer will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect the performance of its duties hereunder; (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or threatened against or contemplated by the Servicer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Servicing Agreement or the Sale and Allocation Agreement; (g) No information, officer’s certificate or statement furnished in writing or report delivered to the Indenture Trustee, the Issuer, the Insurer, the Back-up Servicer or the Noteholders by the Servicer required under this Servicing Agreement or the Sale and Allocation Agreement contains any untrue statement of a material fact or omits a material fact necessary to make the information, certificate, statement or report not misleading; provided, however, that the Servicer makes no representation or warranty with respect to any information incorporated into or forming the basis of any officer’s certificate, information, statement or report provided by the Servicer that is provided to the Servicer by any other Person; (h) The Servicer has the knowledge, the experience and the systems, financial and operational capacity available to timely perform each of its obligations hereunder; and (ei) No litigation is pending orThe Servicer has, with respect to the best of Contracts, complied in all material respects with the Servicer's knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminatedCollection Policy.