Common use of GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER Clause in Contracts

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller represents, warrants, and covenants to Participant that at the time of this Agreement and at the time of such purchase of a Participation Interest: (a) Seller is duly organized, and is and shall continue to be existing, under the laws of the jurisdiction of its organization; (b) Seller is, and to the extent necessary to perform its obligations under this Agreement shall continue to be, duly authorized and qualified to transact business in the jurisdictions where the Mortgaged Properties are located or not required to be so authorized; Seller possesses and shall continue to possess all requisite authority, power, licenses, permits, franchises, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; (c) The execution, delivery and performance of this Agreement by Seller will not: (i) violate the articles of incorporation or by-laws of Seller or any resolution or other instrument governing its operations or any laws which violation could have any material adverse effect upon the validity, performance, and enforceability of any of the terms of this Agreement applicable to Seller, or (ii) constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any contract, agreement, or other instrument to which Seller is a party or which is applicable to any of its assets; (d) This Agreement constitutes a valid, legal, and binding obligation of Seller, enforceable in accordance with its terms and no consent, approval or authorization of any governmental authority is required for the execution, delivery or performance of, or compliance by Seller with, this Agreement or the consummation of any other transaction contemplated hereby, except as has been duly obtained; and (e) The Seller is, and throughout the term of this Agreement shall remain, approved and in good standing with the Agencies, qualified under applicable Agency requirements to service Agency insured or guaranteed mortgage loans; the Seller shall not do anything or permit any action, directly or indirectly, which may result in Seller’s loss of qualification as an Agency approved mortgagee or issuer in good standing or which may result in a negative designation from an Agency or an Investor, including without limitation, anything which could result in the Seller being debarred or placed on a watch-list. (f) The Seller shall provide Participant a weekly written analysis of the status of the then existing Mortgage Loans and corresponding Take-outs and a weekly pipeline report.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller represents, warrants, represents warrants and covenants to Participant that at the time of this Agreement and at the time of such purchase of a Participation Interestas follows: (a) Seller is and shall remain duly organized, organized and a validly existing entity in good standing in the jurisdiction under whose laws Seller’s Company is formed. Seller is and shall continue be duly qualified to be existing, under the laws of the conduct its business in each jurisdiction of its organization;in which such qualification is required. (b) Seller has, and shall maintain, all licenses necessary to carry on its business as now being conducted, including all licenses necessary to conduct the mortgage brokerage/lending business (if applicable) contemplated by this Agreement. Seller is, unless otherwise exempt, licensed, registered, qualified and in good standing in each state in which: (i) real property securing repayment of a Loan is located; and/or (ii) the laws of such state require licensing, registration or qualification in order to engage in mortgage loan origination. Seller covenants to maintain all licenses, registrations and qualifications current and in good standing, and to the extent necessary to perform keep itself, and those of its obligations under this Agreement shall continue to beemployees, duly authorized agents or representatives engaged in residential mortgage loan origination, licensed, registered and qualified with all applicable regulatory and supervisory agencies during the term of this Agreement. Seller covenants to transact business in the jurisdictions where the Mortgaged Properties are located or not required adhere to be so authorized; Seller possesses and shall continue to possess all requisite authority, power, licenses, permits, franchises, and approvals to conduct its business and to execute, deliver, and comply with any state or federal record retention requirements. Seller further covenants to notify First Community Mortgage Inc. immediately upon the suspension, revocation, expiration or other termination of any licenses, registrations or qualifications of it or its obligations under this Agreement;loan originators, or of the taking of any formal or informal administrative or judicial action by any regulatory or supervisory agency against Seller or its loan originators that could adversely affect Seller’s licenses, registrations andqualifications. (c) The executionSeller has the full power, delivery authority and performance of capacity to enter into this Agreement; and this Agreement has been duly authorized, executed and delivered by Seller will not: (i) violate the articles of incorporation or by-laws of Seller or any resolution or other instrument governing its operations or any laws which violation could have any material adverse effect upon the validity, performance, and enforceability of any of the terms of this Agreement applicable to Seller, or (ii) constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any contract, agreement, or other instrument to which Seller is a party or which is applicable to any of its assets; (d) This Agreement constitutes a valid, legal, valid and binding obligation of Seller, including its officers, directors, employees, representatives and agents, enforceable in accordance with its terms and no terms. No consent, approval approval, authorization or authorization order of any court or governmental authority agency or body is required for the execution, delivery or and performance by Seller of, or compliance by Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement or, if required, such consent approval or authorization has been obtained. Seller’s compliance with the terms and conditions of this Agreement will not violate any provisions of its charter documents, if any, any instrument relating to the conduct of its business, or any other transaction contemplated herebyagreement, except law or regulation to which it may be a party or under which it may be governed. (d) Except as has been duly obtained; andpreviously disclosed by Seller to First Community Mortgage Inc. in a writing to be attached to this Agreement as Exhibit B, there is not pending or, to Seller’s knowledge threatened any suit, action, arbitration, or legal, administrative, or other proceeding or investigation, including an allegation of fraud by another lender, against Seller or its current or former officers, directors, shareholders, employees, representatives and/or agents that would prevent the execution, delivery and performance by Seller of its obligations under this Agreement or which could have material adverse effect upon Seller’s business, assets, financial condition or reputation, or upon any loan submitted for sale to First Community Mortgage Inc. (e) The Seller isshall make prompt, timely, full, accurate and truthful disclosure to FCM of all facts, information and documentation that Seller knows, suspects or has notice of that could affect, or has affected, the eligibility, validity, collectability, collateral value, security, or enforceability of any loan sold to First Community Mortgage Inc. All information set forth in loans prepared by Seller including all written attachments thereto, is and shall be true, correct, currently valid and genuine. Seller is not aware of any errors, omission, misrepresentation, negligence, fraud or similar occurrence with respect to any loan that has taken place on the part of any person or entity, including, without limitation, Seller’s loan officers and its 2 | P a g e officers, directors, employees, representatives and agents, the borrower, any appraiser, any builder or developer, or any person involved in the preparation of loans to the First Community Mortgage Inc. or the origination of a Loan. (f) Seller has maintained direct and indirect possession and control of all credit, income or deposit verification documentation submitted to FCM with respect to any loan sold. (g) In connection with origination of any loans sold pursuant to this Agreement, Seller, for itself and on behalf of every other person or entity involved in the loan transaction, covenants and agrees that it and they has complied fully and in a timely manner with all applicable state and federal consumer protection and disclosure laws, including, but not necessarily limited to, the following: (i) the Truth-in-Lending Act, and Regulation Z; (ii) the Equal Credit Opportunity Act, and Regulation B; (iii) the Home Mortgage Disclosure Act, and Regulation C; (iv) the Real Estate Settlement Procedures Act (RESPA), and Regulation X; (v) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (vi) the Xxxxx- Xxxxx-Xxxxxx Act, and Regulation P; (vii) the SAFE Mortgage Licensing Act, and Regulation G; (viii) the Mortgage Acts and Practices-Advertising Act, Regulation N; (ix) the federal Fair Housing Act, and similar state and federal nondiscrimination housing laws and regulations; and (x) all other federal and state laws, rules and regulations as they relate to fair lending, consumer credit disclosures and notices, broker related notices and disclosures, privacy rights, and record retention requirements. At all times Seller represents and warrants, for itself, and every other person or entity involved in the Loan transaction, that it and they shall be in compliance with First Community Mortgage Inc.’s Fair Lending policy, procedures and any amendments thereto. Seller covenants and warrants to provide compliance training pertaining to all aforesaid laws, regulations and rules, and any amendments thereto, on a continuing basis throughout the term of this Agreement shall remainAgreement, approved and in good standing including compliance with the Agencies, qualified under applicable Agency requirements to service Agency insured Lender Requirements. Seller is in full compliance with all residential mortgage lending or guaranteed mortgage loans; the Seller shall not do anything other regulatory or permit any action, directly or indirectly, which may result in supervisory agencies having jurisdiction over Seller’s loss activities to the extent necessary to ensure the enforceability of qualification as an Agency approved mortgagee or issuer in good standing or which may result in a negative designation from an Agency or an Investor, including without limitation, anything which could result in the Seller being debarred or placed on a watch-listits loans. (fh) The When applicable pursuant to agency and/or investor guidelines, all financial statements required to be submitted by Seller to Buyer have been prepared in accordance with Generally Accepted Accounting Practices applied on a consistent basis by an independent Certified Public Accountant or other individual acceptable to Buyer; and (i) Seller has not and shall not utilize any real estate appraiser, credit reporting agency or other settlement service providers or vendors in connection with any loan that does not comply in all respects with all applicable state and federal laws and such standards as may be set forth in the Lender Requirements. (j) Seller shall provide Participant a weekly written analysis of the status of the then existing Mortgage Loans order its appraisals in accordance with all applicable federal and corresponding Take-outs state laws, regulations and a weekly pipeline reportrules regarding appraiser and valuation independence.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller represents, warrants, represents warrants and covenants to Participant that at the time of this Agreement and at the time of such purchase of a Participation Interestas follows: (a) Seller is and shall remain duly organized, organized and a validly existing entity in good standing in the jurisdiction under whose laws Seller’s Company is formed. Seller is and shall continue be duly qualified to be existing, under the laws of the conduct its business in each jurisdiction of its organization;in which such qualification is required. (b) Seller has, and shall maintain, all licenses necessary to carry on its business as now being conducted, including all licenses necessary to conduct the mortgage brokerage/lending business (if applicable) contemplated by this Agreement. Seller is, unless otherwise exempt, licensed, registered, qualified and in good standing in each state in which: (i) real property securing repayment of a Loan is located; and/or (ii) the laws of such state require licensing, registration or qualification in order to engage in mortgage loan origination. Seller covenants to maintain all licenses, registrations and qualifications current and in good standing, and to the extent necessary to perform keep itself, and those of its obligations under this Agreement shall continue to beemployees, duly authorized agents or representatives engaged in residential mortgage loan origination, licensed, registered and qualified with all applicable regulatory and supervisory agencies during the term of this Agreement. Seller covenants to transact business in the jurisdictions where the Mortgaged Properties are located or not required adhere to be so authorized; Seller possesses and shall continue to possess all requisite authority, power, licenses, permits, franchises, and approvals to conduct its business and to execute, deliver, and comply with any state or federal record retention requirements. Seller further covenants to notify First Community Mortgage Inc. immediately upon the suspension, revocation, expiration or other termination of any licenses, registrations or qualifications of it or its obligations under this Agreement;loan originators, or of the taking of any formal or informal administrative or judicial action by any regulatory or supervisory agency against Seller or its loan originators that could adversely affect Seller’s licenses, registrations andqualifications. (c) The executionSeller has the full power, delivery authority and performance of capacity to enter into this Agreement; and this Agreement has been duly authorized, executed and delivered by Seller will not: (i) violate the articles of incorporation or by-laws of Seller or any resolution or other instrument governing its operations or any laws which violation could have any material adverse effect upon the validity, performance, and enforceability of any of the terms of this Agreement applicable to Seller, or (ii) constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any contract, agreement, or other instrument to which Seller is a party or which is applicable to any of its assets; (d) This Agreement constitutes a valid, legal, valid and binding obligation of Seller, including its officers, directors, employees, representatives and agents, enforceable in accordance with its terms and no terms. No consent, approval approval, authorization or authorization order of any court or governmental authority agency or body is required for the execution, delivery or and performance by Seller of, or compliance by Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement or, if required, such consent approval or authorization has been obtained. Seller’s compliance with the terms and conditions of this Agreement will not violate any provisions of its charter documents, if any, any instrument relating to the conduct of its business, or any other transaction contemplated herebyagreement, except law or regulation to which it may be a party or under which it may be governed. (d) Except as has been duly obtained; andpreviously disclosed by Seller to First Community Mortgage Inc. in a writing to be attached to this Agreement as Exhibit B, there is not pending or, to Seller’s knowledge threatened any suit, action, arbitration, or legal, administrative, or other proceeding or investigation, including an allegation of fraud by another lender, against Seller or its current or former officers, directors, shareholders, employees, representatives and/or agents that would prevent the execution, delivery and performance by Seller of its obligations under this Agreement or which could have material adverse effect upon Seller’s business, assets, financial condition or reputation, or upon any loan submitted for sale to First Community Mortgage Inc. (e) The Seller isshall make prompt, timely, full, accurate and truthful disclosure to FCM of all facts, information and documentation that Seller knows, suspects or has notice of that could affect, or has affected, the eligibility, validity, collectability, collateral value, security, or enforceability of any loan sold to First Community Mortgage Inc. All information set forth in loans prepared by Seller including all written attachments thereto, is and shall be true, correct, currently valid and genuine. Seller is not aware of any errors, omission, misrepresentation, negligence, fraud or similar occurrence with respect to any loan that has taken place on the part of any person or entity, including, without limitation, Seller’s loan officers and its officers, directors, employees, representatives and agents, the borrower, any appraiser, any builder or developer, or any person involved in the preparation of loans to the First Community Mortgage Inc. or the origination of a Loan. (f) Seller has maintained direct and indirect possession and control of all credit, income or deposit verification documentation submitted to FCM with respect to any loan sold. (g) In connection with origination of any loans sold pursuant to this Agreement, Seller, for itself and on behalf of every other person or entity involved in the loan transaction, covenants and agrees that it and they has complied fully and in a timely manner with all applicable state and federal consumer protection and disclosure laws, including, but not necessarily limited to, the following: (i) the Truth-in-Lending Act, and Regulation Z; (ii) the Equal Credit Opportunity Act, and Regulation B; (iii) the Home Mortgage Disclosure Act, and Regulation C; (iv) the Real Estate Settlement Procedures Act (RESPA), and Regulation X; (v) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (vi) the Xxxxx- Xxxxx-Xxxxxx Act, and Regulation P; (vii) the SAFE Mortgage Licensing Act, and Regulation G; (viii) the Mortgage Acts and Practices-Advertising Act, Regulation N; (ix) the federal Fair Housing Act, and similar state and federal nondiscrimination housing laws and regulations; and (x) all other federal and state laws, rules and regulations as they relate to fair lending, consumer credit disclosures and notices, broker related notices and disclosures, privacy rights, and record retention requirements. At all times Seller represents and warrants, for itself, and every other person or entity involved in the Loan transaction, that it and they shall be in compliance with First Community Mortgage Inc.’s Fair Lending policy, procedures and any amendments thereto. Seller covenants and warrants to provide compliance training pertaining to all aforesaid laws, regulations and rules, and any amendments thereto, on a continuing basis throughout the term of this Agreement shall remainAgreement, approved and in good standing including compliance with the Agencies, qualified under applicable Agency requirements to service Agency insured Lender Requirements. Seller is in full compliance with all residential mortgage lending or guaranteed mortgage loans; the Seller shall not do anything other regulatory or permit any action, directly or indirectly, which may result in supervisory agencies having jurisdiction over Seller’s loss activities to the extent necessary to ensure the enforceability of qualification as an Agency approved mortgagee or issuer in good standing or which may result in a negative designation from an Agency or an Investor, including without limitation, anything which could result in the Seller being debarred or placed on a watch-listits loans. (fh) The When applicable pursuant to agency and/or investor guidelines, all financial statements required to be submitted by Seller to Buyer have been prepared in accordance with Generally Accepted Accounting Practices applied on a consistent basis by an independent Certified Public Accountant or other individual acceptable to Buyer; and (i) Seller has not and shall not utilize any real estate appraiser, credit reporting agency or other settlement service providers or vendors in connection with any loan that does not comply in all respects with all applicable state and federal laws and such standards as may be set forth in the Lender Requirements. (j) Seller shall provide Participant order its appraisals in accordance with all applicable federal and state laws, regulations and rules regarding appraiser and valuation independence. (k) Seller has established and implemented a weekly written analysis Anti-Money Laundering (“AML”) program that is reasonably designed to prevent Seller from being used to facilitate money laundering or the financing of terrorism. Seller represents and warrants that its AML program, at a minimum: i. incorporates policies and procedures and internal controls for complying with the Bank Secrecy Act (“BSA”); ii. designates a Compliance Officer responsible for ensuring that the AML program is implemented effectively, and includes regular and ongoing monitoring of Seller’s employees and agents to ensure compliance with that program; iii. provides for ongoing AML training of Seller’s employees and agents; iv. provides for an independent audit of Seller’s AML program every 12-18 months. v. In addition, Seller represents and warrants that it has implemented policies and procedures to ensure that Suspicious Activity Reports (“SAR’s”) are filed electronically, and in a timely manner, in connection with loan transactions of $5,000 or more if Seller knows, or has reason to suspect, that the transaction: vi. involves funds derived from illegal activity; vii. is designed to evade the BSA or Seller’s AML program; viii. has no apparent business or lawful purpose; or, ix. is intended to facilitate criminal activity. (l) Seller maintains an effective quality control program and Compliance Management System (“CMS”) designed to prevent violations of federal consumer financial law, and associated consumer harm. Seller shall make available, upon the request of Lender: i. copies of Seller’s written policies, procedures, internal controls and training materials relative to Seller’s employees and/or agents that have consumer contact and/or any consumer compliance responsibilities in connection with residential mortgage loan origination; and, ii. permit First Community Mortgage Inc. access, during normal business hours, to the offices of Seller in order that First Community Mortgage Inc. may make appropriate on-site reviews, as necessary to confirm the propriety and effectiveness of Seller’s CMS, including an examination of Seller’s internal controls and procedures that are designed to protect against a violation of federal consumer financial law and/or consumer harm. Seller agrees to report to First Community Mortgage Inc., within three (3) days: i. any consumer complaint which in any way involves any of the status services contemplated by this Agreement or an Application Package submitted to First Community Mortgage Inc. for funding consideration; ii. any consumer complaint which involves federal consumer financial law, whether or not related to the services contemplated by this Agreement; iii. any legal or regulatory action which alleges a violation of federal consumer financial law; and/or, iv. any changes in senior management. It is understood and agreed that any failure of Seller to fully perform, in whole or in part, any of the then existing Mortgage Loans terms of this section shall constitute a material breach of this Agreement and corresponding Take-outs and a weekly pipeline reportthe grounds for its immediate termination.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller represents, warrants, and covenants to Participant that at the time of this Agreement and at the time of such each purchase of a Participation an Ownership Interest: (a) Seller is duly organized, and is and shall continue to be existing, under the laws of the jurisdiction of its organization; (b) Seller is, and to the extent necessary to perform its obligations under this Agreement shall continue to be, duly authorized and qualified to transact business in the jurisdictions where the Mortgaged Properties are located or not required to be so authorized; Seller possesses and shall continue to possess all requisite authority, power, licenses, permits, franchises, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; (c) The execution, delivery and performance of this Agreement by Seller will not: (i) violate the articles of incorporation or by-laws of Seller or any resolution or other instrument governing its operations or any laws which violation could have any material adverse effect upon the validity, performance, and enforceability of any of the terms of this Agreement applicable to Seller, or (ii) constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any contract, agreement, or other instrument to which Seller is a party or which is applicable to any of its assets; (d) This Agreement constitutes a valid, legal, and binding obligation of Seller, enforceable in accordance with its terms and no consent, approval or authorization of any governmental authority is required for the execution, delivery or performance of, or compliance by Seller with, this Agreement or the consummation of any other transaction contemplated hereby, except as has been duly obtained; and (e) The Seller is, and throughout the term of this Agreement shall remain, approved and in good standing with the Agencies, qualified under applicable Agency requirements to service Agency insured or guaranteed mortgage loans; the Seller shall not do anything or permit any action, directly or indirectly, which may result in Seller’s loss of qualification as an Agency approved mortgagee or issuer in good standing or which may result in a negative designation from an Agency or an Investor, including without limitation, anything which could result in the Seller being debarred or placed on a watch-list. (f) The Upon request, the Seller shall provide Participant a weekly written analysis of the status of the then existing Mortgage Loans and corresponding Take-outs and a weekly pipeline report.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller represents, warrants, and covenants to Participant that at the time that, upon execution of this Agreement and at the time of such purchase of on each date that a Participation InterestWarehouse Loan is funded and an Ownership Interest therein is sold to Participant: (a) Seller is duly organized, and is and shall continue to be existing, under the laws of the jurisdiction of its organization;. (b) Seller is, and to the extent necessary to perform its obligations under this Agreement shall continue to be, duly authorized and qualified to transact business in the all jurisdictions where the Mortgaged Properties are located it conducts business or is not required to be so authorized; Seller possesses and shall continue to possess all requisite authority, power, licenses, permits, franchises, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement;. (c) The execution, delivery and performance of this Agreement by Seller will not: (i) violate the articles of incorporation organization or by-laws operating agreement of Seller or any resolution or other instrument governing its operations or any laws which violation could have any material adverse effect upon the validity, performance, and enforceability of any of the terms of this Agreement applicable to Seller, or (ii) constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any contract, agreement, or other instrument to which Seller is a party or which is applicable to any of its assets;. (d) This Agreement constitutes a valid, legal, and binding obligation of Seller, enforceable in accordance with its terms and no consent, approval or authorization of any governmental authority is required for the execution, delivery or performance of, or compliance by Seller with, this Agreement or the consummation of any other transaction contemplated hereby, except as has been duly obtained; and. (e) The As of the date of the Warehouse Agreement, Seller is, has collected and throughout the term of this Agreement shall remain, approved and reviewed information regarding Warehouse Borrower in good standing accordance with the Agencies, qualified under applicable Agency requirements to service Agency insured or guaranteed mortgage loans; the Seller shall not do anything or permit any action, directly or indirectly, which may result in Seller’s loss underwriting guidelines in effect as of qualification as an Agency approved mortgagee or issuer in good standing or which may result in a negative designation from an Agency or an Investor, including without limitation, anything which could result in the Seller being debarred or placed on a watch-listsuch date. (f) The As of each Funding Date, Seller shall provide Participant a weekly written analysis has confirmed that, based upon Seller’s review of the status of information provided to Seller by the then existing Warehouse Borrower, the applicable Mortgage Loans and corresponding Take-outs and a weekly pipeline reportLoan is eligible for purchase by an Investor.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller represents, warrants, and covenants to Participant that at the time of this Agreement and at the time of such purchase of a Participation Interestthat: (a) Seller is duly organized, and is and shall continue to be existing, under the laws of the jurisdiction of its organization; (b) ; Seller is, and to the extent necessary to perform its obligations under this Agreement shall continue to be, duly authorized and qualified to transact business in the jurisdictions jurisdiction where the Mortgaged Properties are Property is located or not required to be so authorized; Seller possesses and shall continue to possess all requisite authority, power, licenses, permits, franchises, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement;. (cb) The execution, delivery and performance of this Agreement by Seller will not: (i) violate the articles of incorporation or by-laws bylaws of Seller or any resolution or other instrument governing its operations operations, or any laws which violation could have any material adverse effect upon the validity, performance, and enforceability of any of the terms of this Agreement applicable to Seller, or (ii) constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any contract, agreement, or other instrument to which Seller is a party or which is applicable to any of its assets;. (dc) This Agreement constitutes a valid, legal, and binding obligation of Seller, enforceable in accordance with its terms and no consent, approval or authorization of any governmental authority is required for the execution, delivery or performance of, or compliance by Seller with, this Agreement or the consummation of any other transaction contemplated hereby, except as has been duly obtained; and. (ed) The Seller is, and throughout the term of this Agreement shall remain, is approved and in good standing with each Agency and each other approved Investor with full right to take such actions and discharge such responsibilities as are conferred by such status, and in particular to originate the Agencies, qualified under applicable Mortgage Loans and deliver them to such Agency requirements to service Agency insured or guaranteed mortgage loansother approved Investor; the Seller shall not do anything or permit any action, directly or indirectly, which may result in Seller’s loss of qualification as an Agency approved mortgagee or issuer in good standing or which may result in a negative designation from an any Agency or an other approved Investor, including without limitation, anything which could result in the Seller being debarred or placed on a watch-list. (fe) The Seller shall provide Participant a weekly written analysis of the status of the then existing Mortgage Loans and corresponding Take-outs Takeout Commitments and a weekly pipeline report. (f) The Seller shall have delivered to Participant on or prior to the date of this Agreement (i) a legal opinion dated as of the date hereof of Seller’s counsel covering valid existence, good standing, power and authority and enforceability, in case of Seller, of this Agreement, no conflict and such other customary matters as Participant may reasonably request, (ii) a legal opinion dated as of the date hereof of Seller’s counsel as to the true sale nature of the Mortgage Loan purchases contemplated by this Agreement, and (iii) those documents, instruments, certificates, agreements and other deliverables as identified on that certain Closing Checklist delivered by Participant’s counsel to Seller’s counsel prior to the effectiveness of this Agreement.

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller represents, warrants, represents warrants and covenants to Participant that at the time of this Agreement and at the time of such purchase of a Participation Interestas follows: (a) Seller is and shall remain duly organized, organized and a validly existing entity in good standing in the jurisdiction under whose laws Seller’s Company is formed. Seller is and shall continue be duly qualified to be existing, under the laws of the conduct its business in each jurisdiction of its organization;in which such qualification is required. (b) Seller has, and shall maintain, all licenses necessary to carry on its business as now being conducted, including all licenses necessary to conduct the mortgage brokerage/lending business (if applicable) contemplated by this Agreement. Seller is, unless otherwise exempt, licensed, registered, qualified and in good standing in each state in which: (i) real property securing repayment of a Loan is located; and/or (ii) the laws of such state require licensing, registration or qualification in order to engage in mortgage loan origination. Seller covenants to maintain all licenses, registrations and qualifications current and in good standing, and to the extent necessary to perform its obligations under this Agreement shall continue to be, duly authorized and qualified to transact business in the jurisdictions where the Mortgaged Properties are located or not required to be so authorized; Seller possesses and shall continue to possess all requisite authority, power, licenses, permits, franchiseskeep itself, and approvals those of its employees, agents or representatives engaged in residential mortgage loan origination, licensed, registered and qualified with all applicable regulatory and supervisory agencies during the term of this Agreement. Seller covenants to conduct its business and adhere to execute, deliver, and comply with any state or federal record retention requirements. Seller further covenants to notify First Community Mortgage Inc. immediately upon the suspension, revocation, expiration or other termination of any licenses, registrations or qualifications of it or its obligations under this Agreement;loan originators, or of the taking of any formal or informal administrative or judicial action by any regulatory or supervisory agency against Seller or its loan originators that could adversely affect Seller’s licenses, registrations andqualifications. (c) The executionSeller has the full power, delivery authority and performance of capacity to enter into this Agreement; and this Agreement has been duly authorized, executed and delivered by Seller will not: (i) violate the articles of incorporation or by-laws of Seller or any resolution or other instrument governing its operations or any laws which violation could have any material adverse effect upon the validity, performance, and enforceability of any of the terms of this Agreement applicable to Seller, or (ii) constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any contract, agreement, or other instrument to which Seller is a party or which is applicable to any of its assets; (d) This Agreement constitutes a valid, legal, valid and binding obligation of Seller, including its officers, directors, employees, representatives and agents, enforceable in accordance with its terms and no terms. No consent, approval approval, authorization or authorization order of any court or governmental authority agency or body is required for the execution, delivery or and performance by Seller of, or compliance by Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement or, if required, such consent approval or authorization has been obtained. Seller’s compliance with the terms and conditions of this Agreement will not violate any provisions of its charter documents, if any, any instrument relating to the conduct of its business, or any other transaction contemplated herebyagreement, except law or regulation to which it may be a party or under which it may be governed. (d) Except as has been duly obtained; andpreviously disclosed by Seller to First Community Mortgage Inc. in a writing to be attached to this Agreement as Exhibit B, there is not pending or, to Seller’s knowledge threatened any suit, action, arbitration, or legal, administrative, or other proceeding or investigation, including an allegation of fraud by another lender, against Seller or its current or former officers, directors, shareholders, employees, representatives and/or agents that would prevent the execution, delivery and performance by Seller of its obligations under this Agreement or which could have material adverse effect upon Seller’s business, assets, financial condition or reputation, or upon any loan submitted for sale to First Community Mortgage Inc. (e) The Seller isshall make prompt, timely, full, accurate and truthful disclosure to FCM of all facts, information and documentation that Seller knows, suspects or has notice of that could affect, or has affected, the eligibility, validity, collectability, collateral value, security, or enforceability of any loan sold to First Community Mortgage Inc. All information set forth in loans prepared by Seller including all written attachments thereto, is and shall be true, correct, currently valid and genuine. Seller is not aware of any errors, omission, misrepresentation, negligence, fraud or similar occurrence with respect to any loan that has taken place on the part of any person or entity, including, without limitation, Seller’s loan officers and its 2 | P a g e officers, directors, employees, representatives and agents, the borrower, any appraiser, any builder or developer, or any person involved in the preparation of loans to the First Community Mortgage Inc. or the origination of a Loan. (f) Seller has maintained direct and indirect possession and control of all credit, income or deposit verification documentation submitted to FCM with respect to any loan sold. (g) In connection with origination of any loans sold pursuant to this Agreement, Seller, for itself and on behalf of every other person or entity involved in the loan transaction, covenants and agrees that it and they has complied fully and in a timely manner with all applicable state and federal consumer protection and disclosure laws, including, but not necessarily limited to, the following: (i) the Truth-in-Lending Act, and Regulation Z; (ii) the Equal Credit Opportunity Act, and Regulation B; (iii) the Home Mortgage Disclosure Act, and Regulation C; (iv) the Real Estate Settlement Procedures Act (RESPA), and Regulation X; (v) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (vi) the Xxxxx- Xxxxx-Xxxxxx Act, and Regulation P; (vii) the SAFE Mortgage Licensing Act, and Regulation G; (viii) the Mortgage Acts and Practices-Advertising Act, Regulation N; (ix) the federal Fair Housing Act, and similar state and federal nondiscrimination housing laws and regulations; and (x) all other federal and state laws, rules and regulations as they relate to fair lending, consumer credit disclosures and notices, broker related notices and disclosures, privacy rights, and record retention requirements. At all times Seller represents and warrants, for itself, and every other person or entity involved in the Loan transaction, that it and they shall be in compliance with First Community Mortgage Inc.’s Fair Lending policy, procedures and any amendments thereto. Seller covenants and warrants to provide compliance training pertaining to all aforesaid laws, regulations and rules, and any amendments thereto, on a continuing basis throughout the term of this Agreement shall remainAgreement, approved and in good standing including compliance with the Agencies, qualified under applicable Agency requirements to service Agency insured Lender Requirements. Seller is in full compliance with all residential mortgage lending or guaranteed mortgage loans; the Seller shall not do anything other regulatory or permit any action, directly or indirectly, which may result in supervisory agencies having jurisdiction over Seller’s loss activities to the extent necessary to ensure the enforceability of qualification as an Agency approved mortgagee or issuer in good standing or which may result in a negative designation from an Agency or an Investor, including without limitation, anything which could result in the Seller being debarred or placed on a watch-listits loans. (fh) The When applicable pursuant to agency and/or investor guidelines, all financial statements required to be submitted by Seller to Buyer have been prepared in accordance with Generally Accepted Accounting Practices applied on a consistent basis by an independent Certified Public Accountant or other individual acceptable to Buyer; and (i) Seller has not and shall not utilize any real estate appraiser, credit reporting agency or other settlement service providers or vendors in connection with any loan that does not comply in all respects with all applicable state and federal laws and such standards as may be set forth in the Lender Requirements. (j) Seller shall provide Participant a weekly written analysis of the status of the then existing Mortgage Loans order its appraisals in accordance with all applicable federal and corresponding Take-outs state laws, regulations and a weekly pipeline reportrules regarding appraiser and valuation independence.