Common use of Covenants, Representations and Warranties of the Seller Clause in Contracts

Covenants, Representations and Warranties of the Seller. The Seller ------------------------------------------------------- represents and warrants to, and covenants with, the Purchaser that: a. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to acquire, own and sell the Mortgage Loans; b. The Seller has full corporate power and authority to execute, deliver and perform under this Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance of the Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Seller. This Agreement has been fully executed and delivered by the Seller and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms; c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Seller in connection with the execution, delivery or performance by the Seller of this Agreement, or the consummation by it of the transaction contemplated hereby; d. There is no action, suit, proceeding, investigation or litigation pending or, to the Seller's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to the Seller, would adversely affect the sale of the Mortgage Loans to the Purchaser, the execution, delivery or enforceability of this Agreement, or the Seller's ability to perform its obligations under this Agreement; and e. Immediately prior to payment of the purchase price for the Mortgage Loans, the Seller is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever.

Covenants, Representations and Warranties of the Seller. (a) The Seller ------------------------------------------------------- represents hereby gives and warrants tomakes on and as of the date hereof, to and for the benefit of the Co-Owner, those covenants, representations and warranties set forth in Sections 2.03 and 2.04 of the Pooling and Servicing Agreement contemplated to be given or made on the Closing Date, to the same effect as if such covenants, representations and warranties were set forth herein in full. (b) The Seller covenants that it will not remove an Account pursuant to Section 2.08 of the Pooling and Servicing Agreement unless the Account to be removed is selected, in all material respects, (x) on a random basis, (y) as a result of the action or inaction of a third party, which, for greater certainty, may include the applicable Obligor in respect of non-repayment of a Receivable, and covenants with, not the Purchaser that: a. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to acquire, own and sell the Mortgage Loans; b. The Seller has full corporate power and authority to execute, deliver and perform under this Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance of the Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate unilateral action of the Seller. This Agreement has been fully executed , or (z) in accordance with procedures determined by the Co-Owners and delivered reasonably believed by the Seller not to be adverse to the Co-Owners or the holders of Related Securities. (c) Notwithstanding anything contained in the Pooling and constitutes Servicing Agreement or this Series 202●-● Purchase Agreement (or contained in any documents, agreements or understandings related to the valid Seller) to the contrary, so long as the Series 202●-● Ownership Interest is outstanding, the Retained Interest may not be held by, and legally binding obligation shall not be the subject of a Transfer to, a U.S. Person. Further, no provision contained in the Pooling and Servicing Agreement or this Series 202●-● Purchase Agreement (or contained in any documents, agreements or understandings related to the Seller) shall be interpreted to allow the Pooling and Servicing Agreement or this Series 202●-● Purchase Agreement to be amended to allow for the ownership of the Retained Interest by, or the Transfer of the Retained Interest to, a U.S. Person in a manner contrary to the restrictions contained in this Section 2.04(c). (d) The Seller enforceable against covenants that (i) the Seller (as originator) will retain a material net economic interest of not less than 5% of the nominal value of each of the securitized exposures in accordance with its respective terms; c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Seller in connection with the execution, delivery or performance by the Seller of this Agreement, or the consummation by it Article 6(3)(b) of the transaction contemplated hereby; d. There is no actionEU Securitization Regulation and UK Securitization Regulation (which, suitin each case, proceedingdoes not take into account any relevant national measures) in the form of an originator’s interest, investigation or litigation pending or, to in this case through the Seller's knowledgeholding of the Retained Interest, threatened(ii) this form of retention will not change while the Series 202●-● Notes are outstanding, which either except, where applicable, under exceptional circumstances in accordance with the EU Retention Rules and UK Retention Rules, (iii) the Retained Interest will not be subject to any instance credit risk mitigation, any short position or any other hedge and will not be sold, except to the extent permitted by the EU Retention Rules and UK Retention Rules, and (iv) the Seller will provide ongoing confirmation of its continued compliance with its obligations in clauses (i) and (iii) in this paragraph in or concurrently with the delivery of each Investors' Monthly Portfolio Report Summary. (e) The Seller (i) represents as of the date hereof that none of the Account Assets is a Participation in the aggregateform of a security and (ii) covenants that, if determined adversely for so long as the Series 202●-● Notes are outstanding, it will not add to the SellerAccount Assets any Participation in the form of a security, would adversely affect the sale of the Mortgage Loans to the Purchaserin each case, the execution, delivery or enforceability of this Agreement, or the Seller's ability to perform its obligations under this Agreement; and e. Immediately prior to payment of the purchase price for the Mortgage Loans, the Seller unless such security is the lawful owner of the Mortgage Loans registered with the full right to transfer the Mortgage Loans free from any U.S. Securities and all claims and encumbrances whatsoeverExchange Commission.

Covenants, Representations and Warranties of the Seller. The Seller ------------------------------------------------------- represents agrees, represents, warrants with and warrants to, to SCTSC both now and covenants with, the Purchaser with each transaction contemplated hereunder that: a. The Seller (i) it is a corporation limited partnership duly organized, validly existing and in good standing organized under the laws of the jurisdiction state of its incorporationDelaware, and has all requisite corporate power the full power, authority and authority legal right to acquire, own incur and sell the Mortgage Loans; b. The Seller has full corporate power and authority to execute, deliver and perform under this Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance of the Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Seller. This Agreement has been fully executed and delivered by the Seller and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms; c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Seller in connection with the execution, delivery or performance by the Seller of this Agreement, or the consummation by it of the transaction contemplated hereby; d. There is no action, suit, proceeding, investigation or litigation pending or, to the Seller's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to the Seller, would adversely affect the sale of the Mortgage Loans to the Purchaser, the execution, delivery or enforceability of this Agreement, or the Seller's ability to perform its obligations under this Agreement; ; (ii) it has taken all required action necessary to authorize the due execution and delivery by its duly appointed officers of this Agreement; (iii) the officers executing this Agreement and any Appendix are duly authorized and empowered to execute said documents on behalf of the Seller; (iv) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, other than the Bankruptcy Court, is required for the due execution, delivery and performance by it of this Agreement; (v) the execution, delivery and performance by the Seller of this Agreement does not contravene any law, regulation or contractual restriction binding on or affecting the Seller and that the Buyer is a party with which the Seller is permitted to transact business pursuant to all applicable laws, regulations and rulings of both the United States and its agencies and the State in which the Seller maintains its principal place of business and, in particular, to the regulations of the U.S. Treasury Department's Office of Foreign Assets Control; e. Immediately (vi) to the best of its knowledge there exist no material disputes or discrepancies outstanding between the Seller and the Buyer relating to prior transactions (except to the extent that the Seller advises SCTSC of such a dispute and SCTSC chooses in its sole discretion to waive such dispute or discrepancy solely for the purpose of purchasing a Qualified Receivable); (vii) each of the Qualified Receivable(s) is a legal, binding and assignable by the Seller and is enforceable in accordance with is respective terms; (viii) each of the Qualified Receivable(s) is or will be unaltered and genuine and the Seller has exclusive and unencumbered title to same; (ix) except for liens in favor of the Collateral Agent as provided in the Orders and the Intercreditor Agreement, each of the Qualified Receivable(s) will not have been sold, assigned, transferred or encumbered by a lien or security interest of any nature, directly or indirectly, prior to its acceptance by SCTSC and this is a material term of this Agreement; (x) the Seller is not prohibited by any security, loan or other agreement from selling the Qualified Receivable(s) as contemplated herein and such sales do not conflict with any agreement binding on the Seller; (xi) to the best of the Seller's knowledge, the Buyer has not asserted any claim, defense or right of offset to payment of the purchase price Qualified Receivable(s), nor does it have grounds to make such assertions; However, if the Seller learns of any such claim, defense or right of offset, it will promptly notify SCTSC thereof in writing; (xii) each of the Invoices and title documents, such as transport documents, pipeline tickets, receipts or nominations, truck or marine xxxx(s) of lading, as may be required by SCTSC, is or will be unaltered and genuine and the Seller has exclusive and unencumbered title to same; (xiii) the Seller agrees to compensate SCTSC for all costs, claims, losses and expenses (including, but not limited to legal fees) incurred or suffered by SCTSC as a result of any transaction or as a result of the Mortgage LoansSeller's breach of any representation or warranty contained herein or the Seller's failure to comply with any of the terms or conditions contained herein; (xiv) the Collateral Agent is granted hereby a security interest in and a right of set-off with respect to all Qualified Receivable(s) which have been purchased by SCTSC and in all contract rights and proceeds related thereto, all as security for payment and performance of all of the Seller's obligations to SCTSC, whether now existing or hereafter arising, direct or indirect, due or to become due, matured or unmatured, or absolute or contingent. The Collateral Agent shall act in accordance with the Intercreditor Agreement and may file such financing statements as it elects with the Seller's signature to perfect its security interest; (xv) it will cooperate fully with SCTSC in taking any and all actions requested by SCTSC in collecting all amounts owed by the Buyer which the Seller is allowed to perform under its contract with the lawful owner Buyer, including, and not limited to, delaying or not shipping future deliveries of Goods to the Buyer unless (and until) SCTSC has been paid in full; (xvi) SCTSC shall have the right to request, and the Seller shall provide promptly, such information about the purchase, delivery and terminalling of the Mortgage Loans Goods as SCTSC may reasonably request and SCTSC may, upon reasonable advance notice, inspect the Goods and the Seller's records pertaining to the Goods; (xvii) the guarantee issued in favor of the Seller by Xxxx Industries Inc; which guarantees all obligations of the Buyer to the Seller is in full force and effect on the date of this Agreement and will continue to be in full force and effect as long as any amounts are due and owing to SCTSC with respect to any Qualified Receivable(s); and (xviii) the full right Seller agrees to transfer issue to the Mortgage Loans free from any Buyer a Final Invoice approximately thirty five (35) days after the issuance of the Pro-Forma Invoice, but not later than the fifth Business Day of each month, and all claims and encumbrances whatsoeverto provide SCTSC with a copy thereof on the same day as it is issued to the Buyer.

Covenants, Representations and Warranties of the Seller. The Seller ------------------------------------------------------- represents agrees, represents, warrants with and warrants to, to SCTSC both now and covenants with, the Purchaser with each transaction contemplated hereunder that: a. The Seller (i) it is a corporation limited partnership duly organized, validly existing and in good standing organized under the laws of the jurisdiction state of its incorporationDelaware, and has all requisite corporate power the full power, authority and authority legal right to acquire, own incur and sell the Mortgage Loans; b. The Seller has full corporate power and authority to execute, deliver and perform under this Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance of the Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Seller. This Agreement has been fully executed and delivered by the Seller and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms; c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Seller in connection with the execution, delivery or performance by the Seller of this Agreement, or the consummation by it of the transaction contemplated hereby; d. There is no action, suit, proceeding, investigation or litigation pending or, to the Seller's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to the Seller, would adversely affect the sale of the Mortgage Loans to the Purchaser, the execution, delivery or enforceability of this Agreement, or the Seller's ability to perform its obligations under this Agreement; ; (ii) it has taken all required action necessary to authorize the due execution and delivery by its duly appointed officers of this Agreement; (iii) the officers executing this Agreement and any Appendix are duly authorized and empowered to execute said documents on behalf of the Seller; (iv) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement; (v) the execution, delivery and performance by the Seller of this Agreement does not contravene any law, regulation or contractual restriction binding on or affecting the Seller and that the Buyer is a party with which the Seller is permitted to transact business pursuant to all applicable laws, regulations and rulings of both the United States and its agencies and the State in which the Seller maintains its principal place of business and, in particular, to the regulations of the U.S. Treasury Department's Office of Foreign Assets Control; e. Immediately (vi) to the best of its knowledge there exist no material disputes or discrepancies outstanding between the Seller and the Buyer relating to prior transactions (except to the extent that the Seller advises SCTSC of such a dispute and SCTSC chooses in its sole discretion to waive such dispute or discrepancy solely for the purpose of purchasing a Qualified Receivable); (vii) each of the Qualified Receivable(s) is a legal, binding and assignable by the Seller and is enforceable in accordance with is respective terms; (viii) each of the Qualified Receivable(s) is or will be unaltered and genuine and the Seller has exclusive and unencumbered title to same; (ix) except for liens in favor of the Collateral Agent as provided in the Intercreditor Agreement and the other Security Documents, each of the Qualified Receivable(s) will not have been sold, assigned, transferred or encumbered by a lien or security interest of any nature, directly or indirectly, prior to its acceptance by SCTSC; (x) the Seller is not prohibited by any security, loan or other agreement from selling the Qualified Receivable(s) as contemplated herein and such sales do not conflict with any agreement binding on the Seller; (xi) to the best of the Seller's knowledge, the Buyer has not asserted any claim, defense or right of offset to payment of the purchase price Qualified Receivable(s), nor does it have grounds to make such assertions; and promptly upon the Seller learning of any such claim, defense or right of offset, it will notify SCTSC thereof in writing; (xii) each of the Invoices and title documents, such as transport documents, pipeline tickets, receipts or nominations, truck or marine xxxx(s) of lading, as may be required by SCTSC, is or will be unaltered and genuine and the Seller has exclusive and unencumbered title to same; (xiii) the Seller agrees to compensate SCTSC for all costs, claims, losses and expenses (including, but not limited to legal fees) incurred or suffered by SCTSC as a result of any transaction or as a result of the Mortgage LoansSeller's breach of any representation or warranty contained herein or the Seller's failure to comply with any of the terms or conditions contained herein; (xiv) the transactions under this Agreement are intended to be true sales; however, for precautionary purposes, SCTSC is granted hereby a security interest in and a right of set-off with respect to all Qualified Receivable(s) which have been purchased by SCTSC and in all contract rights and proceeds related thereto, all as security for payment and performance of all of the Seller's obligations to SCTSC, whether now existing or hereafter arising, direct or indirect, due or to become due, matured or unmatured, or absolute or contingent. SCTSC may file such financing statements as it elects to perfect its security interest; (xv) it will cooperate fully with SCTSC in taking any and all actions requested by SCTSC in collecting all amounts owed by the Buyer which the Seller is allowed to perform under its contract with the lawful owner Buyer, including, and not limited to, delaying or not shipping future deliveries of Goods to the Buyer unless (and until) SCTSC has been paid in full; (xvi) SCTSC shall have the right to request, and the Seller shall provide promptly, such information about the purchase, delivery and terminalling of the Mortgage Loans Goods as SCTSC may reasonably request and SCTSC may, upon reasonable advance notice, inspect the Goods and the Seller's records pertaining to the Goods; (xvii) the guarantee issued in favor of the Seller by Xxxx Industries Inc. (the "Xxxx Guarantee"), which guarantees all obligations of the Buyer to the Seller is in full force and effect on the date of this Agreement and will continue to be in full force and effect as long as any amounts are due and owing to SCTSC with respect to any Qualified Receivable(s); no amendments to the full right Xxxx Guarantee are permitted without the prior written consent of SCTSC; and (xviii) the Seller agrees to transfer issue to the Mortgage Loans free from any Buyer a Final Invoice within forty-nine (49) days after the issuance of the corresponding Pro-Forma Invoice, but not later than the eighteenth (18th) day of each month, and all claims and encumbrances whatsoeverto provide SCTSC with a copy thereof on the same day as it is issued to the Buyer.

Covenants, Representations and Warranties of the Seller. The ------------------------------------------------------- Seller ------------------------------------------------------- represents and warrants to, and covenants with, the Purchaser that: a. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to acquire, own and sell the Mortgage Loans; b. The Seller has full corporate power and authority to execute, deliver and perform under this Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance of the Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Seller. This Agreement has been fully executed and delivered by the Seller and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms; c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Seller in connection with the execution, delivery or performance by the Seller of this Agreement, or the consummation by it of the transaction contemplated hereby; d. There is no action, suit, proceeding, investigation or litigation pending or, to the Seller's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to the Seller, would adversely affect the sale of the Mortgage Loans to the Purchaser, the execution, delivery or enforceability of this Agreement, or the Seller's ability to perform its obligations under this Agreement; and e. Immediately prior to payment of the purchase price for the Mortgage Loans, the Seller is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever.

Covenants, Representations and Warranties of the Seller. The Seller ------------------------------------------------------- represents agrees, represents, warrants with and warrants to, to SCTSC both now and covenants with, the Purchaser with each transaction contemplated hereunder that: a. The Seller (i) it is a corporation duly organizedincorporated, validly existing has the full power, authority and in good standing under the laws of the jurisdiction of its incorporation, legal right to incur and has all requisite corporate power and authority to acquire, own and sell the Mortgage Loans; b. The Seller has full corporate power and authority to execute, deliver and perform under this Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance of the Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Seller. This Agreement has been fully executed and delivered by the Seller and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms; c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Seller in connection with the execution, delivery or performance by the Seller of this Agreement, or the consummation by it of the transaction contemplated hereby; d. There is no action, suit, proceeding, investigation or litigation pending or, to the Seller's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to the Seller, would adversely affect the sale of the Mortgage Loans to the Purchaser, the execution, delivery or enforceability of this Agreement, or the Seller's ability to perform its obligations under this Agreement; ; (ii) it has taken all required action necessary to authorize the due execution and delivery by its duly appointed officers of this Agreement; (iii) the officers executing this Agreement and any Appendix are duly authorized and empowered to execute said documents on behalf of the Seller; (iv) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement; (v) the execution, delivery and performance by the Seller of this Agreement does not contravene any law, regulation or contractual restriction binding on or affecting the Seller and that the Buyer is a party with which the Seller is permitted to transact business pursuant to all applicable laws, regulations and rulings of both the United States and its agencies and the State in which the Seller maintains its principal place of business and, in particular, to the regulations of the U.S. Treasury Department's Office of Foreign Assets Control; e. Immediately (vi) to the best of its knowledge there exist no material disputes or discrepancies outstanding between the Seller and the Buyer relating to prior transactions (except to the extent that the Seller advises SCTSC of such a dispute and SCTSC chooses in its sole discretion to waive such dispute or discrepancy solely for the purpose of purchasing a Qualified Receivable). (vii) each of the Qualified Receivable(s) is a legal, binding and assignable by the Seller and is enforceable in accordance with its respective terms. (viii) each of the Qualified Receivable(s) is or will be unaltered and genuine and the Seller has exclusive and unencumbered title to same. (ix) each of the Qualified Receivable(s) will not have been sold, assigned, transferred or encumbered by a lien or security interest of any nature, directly or indirectly, prior to its acceptance by SCTSC and this is a material term of this Agreement. (x) the Seller is not prohibited by any security, loan or other agreement from selling the Qualified Receivable(s) as contemplated herein and such sales do not conflict with any agreement binding on the Seller. (xi) to the best of the Seller's knowledge, the Buyer has not asserted any claim, defense or right of offset to payment of the purchase price Qualified Receivable(s), nor does it have grounds to make such assertions. However, if the Seller learns of any such claim, defense or right of offset, it will promptly notify SCTSC thereof in writing. (xii) each of the Invoices and title documents, such as transport documents, pipeline tickets, receipts or nominations, truck or marine bill(s) of lading, as may be required by XXXXC, is or will be unaltered and genuine and the Seller has exclusive and unencumbered title to same. (xiii) the Seller agrees to compensate SCTSC for all costs, claims, losses and expenses (including, but not limited to legal fees) incurred or suffered by SCTSC as a result of any transaction or as a result of the Mortgage LoansSeller's breach of any representation or warranty contained herein or the Seller's failure to comply with any of the terms or conditions contained herein. (xiv) SCTSC is granted hereby a security interest in and a right of set-off with respect to all Qualified Receivable(s) which have been purchased by SCTSC and in all contract rights and proceeds related thereto, all as security for payment and performance of all of the Seller's obligations 5 of 15 hereunder. SCTSC may file such financing statements as it elects with the Seller's signature to perfect its security interest. (xv) it will cooperate fully with SCTSC in taking any and all actions requested by SCTSC in collecting all amounts owed by the Buyer which the Seller is allowed to perform under its contract with the lawful owner Buyer, including, and not limited to, delaying or not shipping future deliveries of Goods to the Buyer unless (and until) SCTSC has been paid in full. (xvi) SCTSC shall have the right to request, and the Seller shall provide promptly, such information about the purchase, delivery and terminalling of the Mortgage Loans Goods as SCTSC may reasonably request and SCTSC may, upon reasonable advance notice, inspect the Goods and the Seller's records pertaining to the Goods. (xvii) the guarantee issued in favor of the Seller by Koch Industries Inc. which guarantees all xxxigations of the Buyer to the Seller is in full force and effect on the date of this Agreement and will continue to be in full force and effect as long as any amounts are due and owing to SCTSC with respect to any Qualified Receivable(s). (xviii) the full right Seller agrees to transfer issue to the Mortgage Loans free from any Buyer a Final Invoice approximately thirty five (35) days after the issuance of the Pro-Forma Invoice, but not later than the fifth Business Day of each month, and all claims and encumbrances whatsoeverto provide SCTSC with a copy thereof on the same day as it is issued to the Buyer.

Covenants, Representations and Warranties of the Seller. The ------------------------------------------------------- Seller ------------------------------------------------------- represents and warrants to, and covenants with, the Purchaser Buyer that: a. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to acquire, own and sell the Mortgage Loans; b. The Seller has full corporate power and authority to execute, deliver and perform under this Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance of the Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Seller. This Agreement has been fully executed and delivered by the Seller and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms; c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Seller in connection with the execution, delivery or performance by the Seller of this Agreement, or the consummation by it of the transaction contemplated hereby; d. There is no action, suit, proceeding, investigation or litigation pending or, to the Seller's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to the Seller, would adversely affect the sale of the Mortgage Loans to the PurchaserBuyer, the execution, delivery or enforceability of this Agreement, or the Seller's ability to perform its obligations under this Agreement; and; e. Immediately prior to payment of the purchase price for the Mortgage Loans, the Seller is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; and f. The Seller is not in violation of, and the execution and delivery of this Agreement and the Sale Agreement by the Seller and its performance and compliance with the terms of this Agreement and the Sale Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would adversely affect the condition (financial or otherwise) or the operation of the seller or its assets or might have consequences that would adversely affect the performance of its obligations and duties thereunder.

Covenants, Representations and Warranties of the Seller. The Seller ------------------------------------------------------- represents and warrants to, and covenants with, the Purchaser that: a. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to acquire, own and sell the Mortgage Loans; b. The Seller has full corporate power and authority to execute, deliver and perform under this Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance of the Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly 2 authorized by all necessary corporate action of the Seller. This Agreement has been fully executed and delivered by the Seller and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms; c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Seller in connection with the execution, delivery or performance by the Seller of this Agreement, or the consummation by it of the transaction contemplated hereby; d. There is no action, suit, proceeding, investigation or litigation pending or, to the Seller's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to the Seller, would adversely affect the sale of the Mortgage Loans to the Purchaser, the execution, delivery or enforceability of this Agreement, or the Seller's ability to perform its obligations under this Agreement; and e. Immediately prior to payment of the purchase price for the Mortgage Loans, the Seller is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever.