Common use of Mortgage Loans Clause in Contracts

Mortgage Loans. (a) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Mortgage Loan was underwritten or re-underwritten in compliance with the Credit Policies and originated in compliance with the Applicable Requirements. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no act or omission or alleged act or omission, or error by the Company, any of its Affiliates or any employee, agent or representative acting on the Company’s or any such Affiliate’s behalf, with respect to the origination, acquisition or transfer of any of the Mortgage Loans that was not in conformity with the Applicable Requirements. No Mortgage Loan is a “high-cost loan” or “covered loan” under any of the Home Ownership Equity Protection Act, the Truth in Lending Act (Regulation Z) or a similar federal, state or local Requirements of Laws. Seller has made available to Buyer a true and complete copy of the Credit Policies as in effect as of the date hereof. (b) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. (c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the forms of documentation used by the Company and its Affiliates for the origination of Mortgage Loans originated by them, and all forms of documentation used by any other lender to originate all other Mortgage Loans, contain customary and enforceable provisions, such that (i) the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits thereof and (ii) in the event of full prepayment of a Mortgage Loan, there will be full payment of the outstanding principal balance and accrued but unpaid interest. (d) Except as set forth on Schedule 5.13(D) or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since October 1, 2010, there have been no Proceedings against the Company or any of its Affiliates relating to (i) any failure to comply with the Applicable Requirements in connection with the underwriting, origination or sale of any Mortgage Loan, (ii) the rescission of any insurance or guaranty Contract of the Company or (iii) the payment by the Company of a penalty or fine to any Governmental Body, Investor or Insurer relating to or arising out of the underwriting, origination or sale of any Mortgage Loan. (e) Except for the Investor Agreements listed in Schedule 5.18, the Company is not a party to any Contract pursuant to which the Company may be required to repurchase any Mortgage Loans or indemnify HUD for insurance. Except as set forth in Schedule 5.13(E), since October 1, 2010, the Company has not (i) repurchased any Mortgage Loan or paid an indemnity claim to HUD due to a breach or claimed breach of any representation or warranty made by the Company, (ii) received notice that it is in breach of any representation or warranty made by the Company in connection with the sale of any Mortgage Loan or (iii) received any request for the repurchase or indemnification of any Mortgage Loan. (f) The Company is a member in good standing of the Mortgage Electronic Registration Systems, Incorporated system. (g) A copy of the Mortgage Loan Data Tape has been delivered to Buyer. All the information included in the Mortgage Loan Data Tape is true and correct in all material respects as of October 31, 2013. (h) Each Balance Sheet MSR Loan was eligible in all material respects for sale to, or insurance by, the applicable Investor or Insurer upon such sale or issuance of insurance, except for any Balance Sheet MSR Loan as to which the ineligibility for such sale or issuance of insurance would not be the contractual or legal responsibility of the Company under the Applicable Requirements. There exists no fact or circumstance that would entitle the applicable Insurer or Investor to (i) impose on the Company sanctions, penalties or special requirements in respect of any Balance Sheet MSR Loan or (ii) rescind any insurance policy or reduce insurance benefits in respect of any Balance Sheet MSR Loan which would result in a breach of any obligation of the Company under any Contract. Each Pipeline Loan and each Loan Held for Sale complies in all material respects with the Applicable Requirements for the stage of processing that has been achieved based on the Investor or Insurer program under which the Company originated the Pipeline Loan or Loan Held for Sale, including compliance with applicable Requirements of Laws and procurement of required settlement services (including appraisal, title and insurance). The Company has handled each REO in accordance with the Applicable Requirements. (i) Except as set forth on Schedule 5.13(i), there is not pending or threatened any request by any Agency that the Company repurchase any Mortgage Loans.

Mortgage Loans. (a) Except as could notset forth in Section 4.27(a) of the Company Disclosure Letter, the Company or a Company Subsidiary is the sole owner of each of the mortgage loans set forth in Section 4.27(a) of the Company Disclosure Letter (collectively, the “Company Mortgage Loans”) and is the sole owner or beneficiary of or under any related notes (collectively, the “Company Mortgage Notes”), deeds of trust, mortgages, security agreements, guaranties, indemnities, financing statements, assignments, endorsement, bonds, letters of credit, accounts, insurance contracts and policies, credit reports, tax returns, appraisals, escrow documents, participation agreements (if applicable), loan files, servicing files and all other documents evidencing or securing the Company Mortgage Loans (collectively, the “Company Mortgage Files”), in each case, free and clear of any Liens, except for Company Permitted Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.27(a) of the Company Disclosure Letter, the principal amount of each of the Company Mortgage Loans fully amortizes in accordance with the initial term of the underlying lease collaterally assigned to the applicable mortgage lender as security for such Company Mortgage Loan. (b) Except as set forth in Section 4.27(b) of the Company Disclosure Letter, (i) the lien of each Company Mortgage is subject only to “Permitted Exceptions” which consist of the following: (A) Company Permitted Liens; (B) Liens affecting title acceptable to prudent mortgage lending institutions generally; (C) rights of tenants with no options to purchase or rights of first refusal to purchase, except as disclosed in the Company Mortgage Files that have been made available to Parent; and (D) other matters which would not reasonably be expected to have a Material Adverse Effect, each Mortgage Loan was underwritten or re-underwritten in compliance with the Credit Policies and originated in compliance with the Applicable Requirements. Except as could nothave, individually or in the aggregate, a Company Material Adverse Effect; (ii) each of the Company Mortgage Loans has generally been serviced in accordance with the terms of the related mortgage note and pooling and servicing agreements and otherwise in accordance with industry accepted servicing practices, except for events that would not reasonably be expected to have a Material Adverse Effect, there has been no act or omission or alleged act or omission, or error by the Company, any of its Affiliates or any employee, agent or representative acting on the Company’s or any such Affiliate’s behalf, with respect to the origination, acquisition or transfer of any of the Mortgage Loans that was not in conformity with the Applicable Requirements. No Mortgage Loan is a “high-cost loan” or “covered loan” under any of the Home Ownership Equity Protection Act, the Truth in Lending Act (Regulation Z) or a similar federal, state or local Requirements of Laws. Seller has made available to Buyer a true and complete copy of the Credit Policies as in effect as of the date hereof. (b) Except as could nothave, individually or in the aggregate, a Company Material Adverse Effect; and (iii) there is no delinquency in the payments of principal and interest required to be made under the terms of any Company Mortgage Loan in excess of 30 days beyond the applicable due date that has occurred or in any other payments required to be made under the terms of any Company Mortgage Loan (inclusive of any applicable grace or cure period) that would reasonably be expected to have a Material Adverse Effect, no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations. Except as could nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. (c) Except as could notset forth in Section 4.27(c) of the Company Disclosure Letter or in the applicable Company Mortgage File (copies of which have been made available to Parent), the Company has no knowledge of (i) any written notice asserting any offset, defense (including the defense of usury), claim (including claims of lender liability), counterclaim or right to rescission with respect to any Company Mortgage Loan, Company Mortgage Note or other related agreements, (ii) any uncured monetary default in excess of 30 days or event of acceleration existing under any Company Mortgage or the related Company Mortgage Note or (iii) any uncured non-monetary default, breach, violation or event of acceleration existing beyond the applicable grace or cure period under any Company Mortgage or the related Company Mortgage Note, except, in each case, for notices, violations, breaches, defaults or events of acceleration that would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the forms of documentation used by the Company and its Affiliates for the origination of Mortgage Loans originated by them, and all forms of documentation used by any other lender to originate all other Mortgage Loans, contain customary and enforceable provisions, such that (i) the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits thereof and (ii) in the event of full prepayment of a Mortgage Loan, there will be full payment of the outstanding principal balance and accrued but unpaid interest. (d) Except as set forth on Schedule 5.13(D) or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since October 1, 2010, there have been no Proceedings against the Company or any of its Affiliates relating to (i) any failure to comply with the Applicable Requirements in connection with the underwriting, origination or sale of any Mortgage Loan, (ii) the rescission of any insurance or guaranty Contract of the Company or (iii) the payment by the Company of a penalty or fine to any Governmental Body, Investor or Insurer relating to or arising out of the underwriting, origination or sale of any Mortgage Loan. (e) Except for the Investor Agreements listed in Schedule 5.18, the Company is not a party to any Contract pursuant to which the Company may be required to repurchase any Mortgage Loans or indemnify HUD for insurance. Except as set forth in Schedule 5.13(E), since October 1, 2010, the Company has not (i) repurchased any Mortgage Loan or paid an indemnity claim to HUD due to a breach or claimed breach of any representation or warranty made by the Company, (ii) received notice that it is in breach of any representation or warranty made by the Company in connection with the sale of any Mortgage Loan or (iii) received any request for the repurchase or indemnification of any Mortgage Loan. (f) The Company is a member in good standing of the Mortgage Electronic Registration Systems, Incorporated system. (g) A copy of the Mortgage Loan Data Tape has been delivered to Buyer. All the information included in the Mortgage Loan Data Tape is true and correct in all material respects as of October 31, 2013. (h) Each Balance Sheet MSR Loan was eligible in all material respects for sale to, or insurance by, the applicable Investor or Insurer upon such sale or issuance of insurance, except for any Balance Sheet MSR Loan as to which the ineligibility for such sale or issuance of insurance would not be the contractual or legal responsibility of the Company under the Applicable Requirements. There exists no fact or circumstance that would entitle the applicable Insurer or Investor to (i) impose on the Company sanctions, penalties or special requirements in respect of any Balance Sheet MSR Loan or (ii) rescind any insurance policy or reduce insurance benefits in respect of any Balance Sheet MSR Loan which would result in a breach of any obligation of the Company under any Contract. Each Pipeline Loan and each Loan Held for Sale complies in all material respects with the Applicable Requirements for the stage of processing that has been achieved based on the Investor or Insurer program under which the Company originated the Pipeline Loan or Loan Held for Sale, including compliance with applicable Requirements of Laws and procurement of required settlement services (including appraisal, title and insurance). The Company has handled each REO in accordance with the Applicable Requirements. (i) Except as set forth on Schedule 5.13(i), there is not pending or threatened any request by any Agency that the Company repurchase any Mortgage Loans.

Mortgage Loans. (a) Except as could notset forth in Section 4.26(a) of the Company Disclosure Letter, the Company or a Company Subsidiary is the sole owner of each of the mortgage loans set forth in Section 4.26(a) of the Company Disclosure Letter (collectively, the “Company Mortgage Loans”) and is the sole owner or beneficiary of or under any related notes (collectively, the “Company Mortgage Notes”), deeds of trust, mortgages, security agreements, guaranties, indemnities, financing statements, assignments, endorsement, bonds, letters of credit, accounts, insurance contracts and policies, credit reports, tax returns, appraisals, escrow documents, participation agreements (if applicable), loan files, servicing files and all other documents evidencing or securing the Company Mortgage Loans (collectively, the “Company Mortgage Files”), in each case, free and clear of any Liens, except for Company Permitted Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.26(a) of the Company Disclosure Letter, the principal amount of each of the Company Mortgage Loans fully amortizes in accordance with the initial term of the underlying lease collaterally assigned to the applicable mortgage lender as security for such Company Mortgage Loan. (b) Except as set forth in Section 4.26(b) of the Company Disclosure Letter, (i) the lien of each Company Mortgage is subject only to “Permitted Exceptions” which consist of the following: (A) Company Permitted Liens; (B) Liens affecting title acceptable to prudent mortgage lending institutions generally; (C) rights of tenants with no options to purchase or rights of first refusal to purchase, except as disclosed in the Company Mortgage Files that have been made available to Parent; and (D) other matters which would not reasonably be expected to have a Material Adverse Effect, each Mortgage Loan was underwritten or re-underwritten in compliance with the Credit Policies and originated in compliance with the Applicable Requirements. Except as could nothave, individually or in the aggregate, a Company Material Adverse Effect; (ii) each of the Company Mortgage Loans has generally been serviced in accordance with the terms of the related mortgage note and pooling and servicing agreements and otherwise in accordance with industry accepted servicing practices, except for events that would not reasonably be expected to have a Material Adverse Effect, there has been no act or omission or alleged act or omission, or error by the Company, any of its Affiliates or any employee, agent or representative acting on the Company’s or any such Affiliate’s behalf, with respect to the origination, acquisition or transfer of any of the Mortgage Loans that was not in conformity with the Applicable Requirements. No Mortgage Loan is a “high-cost loan” or “covered loan” under any of the Home Ownership Equity Protection Act, the Truth in Lending Act (Regulation Z) or a similar federal, state or local Requirements of Laws. Seller has made available to Buyer a true and complete copy of the Credit Policies as in effect as of the date hereof. (b) Except as could nothave, individually or in the aggregate, a Company Material Adverse Effect; and (iii) there is no delinquency in the payments of principal and interest required to be made under the terms of any Company Mortgage Loan in excess of 30 days beyond the applicable due date that has occurred or in any other payments required to be made under the terms of any Company Mortgage Loan (inclusive of any applicable grace or cure period) that would reasonably be expected to have a Material Adverse Effect, no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations. Except as could nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. (c) Except as could notset forth in Section 4.26(c) of the Company Disclosure Letter or in the applicable Company Mortgage File (copies of which have been made available to Parent), the Company has no knowledge of (i) any written notice asserting any offset, defense (including the defense of usury), claim (including claims of lender liability), counterclaim or right to rescission with respect to any Company Mortgage Loan, Company Mortgage Note or other related agreements, (ii) any uncured monetary default in excess of 30 days or event of acceleration existing under any Company Mortgage or the related Company Mortgage Note or (iii) any uncured non-monetary default, breach, violation or event of acceleration existing beyond the applicable grace or cure period under any Company Mortgage or the related Company Mortgage Note, except, in each case, for notices, violations, breaches, defaults or events of acceleration that would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the forms of documentation used by the Company and its Affiliates for the origination of Mortgage Loans originated by them, and all forms of documentation used by any other lender to originate all other Mortgage Loans, contain customary and enforceable provisions, such that (i) the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits thereof and (ii) in the event of full prepayment of a Mortgage Loan, there will be full payment of the outstanding principal balance and accrued but unpaid interest. (d) Except as set forth on Schedule 5.13(D) or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since October 1, 2010, there have been no Proceedings against the Company or any of its Affiliates relating to (i) any failure to comply with the Applicable Requirements in connection with the underwriting, origination or sale of any Mortgage Loan, (ii) the rescission of any insurance or guaranty Contract of the Company or (iii) the payment by the Company of a penalty or fine to any Governmental Body, Investor or Insurer relating to or arising out of the underwriting, origination or sale of any Mortgage Loan. (e) Except for the Investor Agreements listed in Schedule 5.18, the Company is not a party to any Contract pursuant to which the Company may be required to repurchase any Mortgage Loans or indemnify HUD for insurance. Except as set forth in Schedule 5.13(E), since October 1, 2010, the Company has not (i) repurchased any Mortgage Loan or paid an indemnity claim to HUD due to a breach or claimed breach of any representation or warranty made by the Company, (ii) received notice that it is in breach of any representation or warranty made by the Company in connection with the sale of any Mortgage Loan or (iii) received any request for the repurchase or indemnification of any Mortgage Loan. (f) The Company is a member in good standing of the Mortgage Electronic Registration Systems, Incorporated system. (g) A copy of the Mortgage Loan Data Tape has been delivered to Buyer. All the information included in the Mortgage Loan Data Tape is true and correct in all material respects as of October 31, 2013. (h) Each Balance Sheet MSR Loan was eligible in all material respects for sale to, or insurance by, the applicable Investor or Insurer upon such sale or issuance of insurance, except for any Balance Sheet MSR Loan as to which the ineligibility for such sale or issuance of insurance would not be the contractual or legal responsibility of the Company under the Applicable Requirements. There exists no fact or circumstance that would entitle the applicable Insurer or Investor to (i) impose on the Company sanctions, penalties or special requirements in respect of any Balance Sheet MSR Loan or (ii) rescind any insurance policy or reduce insurance benefits in respect of any Balance Sheet MSR Loan which would result in a breach of any obligation of the Company under any Contract. Each Pipeline Loan and each Loan Held for Sale complies in all material respects with the Applicable Requirements for the stage of processing that has been achieved based on the Investor or Insurer program under which the Company originated the Pipeline Loan or Loan Held for Sale, including compliance with applicable Requirements of Laws and procurement of required settlement services (including appraisal, title and insurance). The Company has handled each REO in accordance with the Applicable Requirements. (i) Except as set forth on Schedule 5.13(i), there is not pending or threatened any request by any Agency that the Company repurchase any Mortgage Loans.

Mortgage Loans. (a) As of June 30, 2003, AHM is the sole owner of more than $1.5 billion of mortgage loans (the "AHM Mortgage Loans"), substantially all of which are pledged pursuant to various borrowing agreements in the ordinary course of business, of which no such borrowing agreements are in default in any material respect and is the sole owner or beneficiary of or under any related notes (the "AHM Mortgage Notes"), deeds of trust, mortgages, security agreements, guaranties, indemnities, financing statements, assignments, endorsement, bonds, letters of credit, accounts, insurance contracts and policies, credit reports, tax returns, appraisals, escrow documents, participation agreements (if applicable), loan files, servicing files and all other documents evidencing or securing the AHM Mortgage Loans (the "AHM Mortgage Files"), except (i) any AHM Mortgage Loans disposed of in the ordinary course since the date of this Agreement, and (ii) to the extent any AHM Mortgage Loan is prepaid in full or subject to a completed foreclosure action (or non-judicial proceeding or deed in lieu of foreclosure) in which case AHM shall be the sole owner of the real property securing such foreclosed loan or shall have received the proceeds of such action to which AHM was entitled, in each case free and clear of any adverse claims or Liens except AHM Permitted Liens. (b) To the knowledge of AHM, (i) the lien of each AHM Mortgage is subject only to "Permitted Exceptions" which consist of the following: (A) covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments, and other matters affecting title acceptable to prudent mortgage lending institutions generally; (B) rights of tenants with no options to purchase or rights of first refusal to purchase, except as disclosed in AHM Mortgage Files; and (C) other matters which, in the aggregate, would not be reasonably likely to result in a Material Adverse Effect on AHM; (ii) each of the AHM Mortgage Loans has generally been serviced in accordance with the terms of the related mortgage note and pooling and servicing agreements and otherwise in accordance with industry accepted servicing practices except for events that, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Effect on AHM; and (iii) there is no delinquency in the payments of principal and interest required to be made under the terms of any AHM Mortgage Loan in excess of thirty (30) days beyond the applicable due date that has occurred since origination or in any other payments required to be made under the terms of any AHM Mortgage Loan (inclusive of any applicable grace or cure period) that would be reasonably likely to result in a Material Adverse Effect on AHM. (c) Except as could set forth on Schedule 4.11(c) of the AHM Disclosure Schedule or in the applicable AHM Mortgage File, AHM has no knowledge of (i) any written notice asserting any offset, defense (including the defense of usury), claim (including claims of lender liability), counterclaim, or right to rescission with respect to any AHM Mortgage Loan, AHM Mortgage Note or other related agreements, (ii) any uncured monetary default in excess of thirty (30) days or event of acceleration existing under any AHM Mortgage or the related AHM Mortgage Note, or (iii) any uncured non-monetary default, breach, violation or event of acceleration existing beyond the applicable grace or cure period under any AHM Mortgage or the related AHM Mortgage Note, except for notices, violations, breaches, defaults or events of acceleration that would not, individually or in the aggregate, be reasonably be expected likely to have result in a Material Adverse Effect, each Mortgage Loan was underwritten or re-underwritten in compliance with the Credit Policies and originated in compliance with the Applicable Requirements. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no act or omission or alleged act or omission, or error by the Company, any of its Affiliates or any employee, agent or representative acting Effect on the Company’s or any such Affiliate’s behalf, with respect to the origination, acquisition or transfer of any of the Mortgage Loans that was not in conformity with the Applicable Requirements. No Mortgage Loan is a “high-cost loan” or “covered loan” under any of the Home Ownership Equity Protection Act, the Truth in Lending Act (Regulation Z) or a similar federal, state or local Requirements of Laws. Seller has made available to Buyer a true and complete copy of the Credit Policies as in effect as of the date hereofAHM. (b) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. (c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the forms of documentation used by the Company and its Affiliates for the origination of Mortgage Loans originated by them, and all forms of documentation used by any other lender to originate all other Mortgage Loans, contain customary and enforceable provisions, such that (i) the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits thereof and (ii) in the event of full prepayment of a Mortgage Loan, there will be full payment of the outstanding principal balance and accrued but unpaid interest. (d) Except as set forth on Schedule 5.13(D) or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since October 1, 2010, there have been no Proceedings against the Company or any of its Affiliates relating to (i) any failure to comply with the Applicable Requirements in connection with the underwriting, origination or sale of any Mortgage Loan, (ii) the rescission of any insurance or guaranty Contract of the Company or (iii) the payment by the Company of a penalty or fine to any Governmental Body, Investor or Insurer relating to or arising out of the underwriting, origination or sale of any Mortgage Loan. (e) Except for the Investor Agreements listed in Schedule 5.18, the Company is not a party to any Contract pursuant to which the Company may be required to repurchase any Mortgage Loans or indemnify HUD for insurance. Except as set forth in Schedule 5.13(E), since October 1, 2010, the Company has not (i) repurchased any Mortgage Loan or paid an indemnity claim to HUD due to a breach or claimed breach of any representation or warranty made by the Company, (ii) received notice that it is in breach of any representation or warranty made by the Company in connection with the sale of any Mortgage Loan or (iii) received any request for the repurchase or indemnification of any Mortgage Loan. (f) The Company is a member in good standing of the Mortgage Electronic Registration Systems, Incorporated system. (g) A copy of the Mortgage Loan Data Tape has been delivered to Buyer. All the information included in the Mortgage Loan Data Tape is true and correct in all material respects as of October 31, 2013. (h) Each Balance Sheet MSR Loan was eligible in all material respects for sale to, or insurance by, the applicable Investor or Insurer upon such sale or issuance of insurance, except for any Balance Sheet MSR Loan as to which the ineligibility for such sale or issuance of insurance would not be the contractual or legal responsibility of the Company under the Applicable Requirements. There exists no fact or circumstance that would entitle the applicable Insurer or Investor to (i) impose on the Company sanctions, penalties or special requirements in respect of any Balance Sheet MSR Loan or (ii) rescind any insurance policy or reduce insurance benefits in respect of any Balance Sheet MSR Loan which would result in a breach of any obligation of the Company under any Contract. Each Pipeline Loan and each Loan Held for Sale complies in all material respects with the Applicable Requirements for the stage of processing that has been achieved based on the Investor or Insurer program under which the Company originated the Pipeline Loan or Loan Held for Sale, including compliance with applicable Requirements of Laws and procurement of required settlement services (including appraisal, title and insurance). The Company has handled each REO in accordance with the Applicable Requirements. (i) Except as set forth on Schedule 5.13(i), there is not pending or threatened any request by any Agency that the Company repurchase any Mortgage Loans.

Mortgage Loans. (a) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Mortgage Loan was underwritten or re-underwritten in compliance with the The Credit Policies and originated Servicing Policies have been designed to comply in compliance all material respects with the applicable Agency Guides, applicable Law and Applicable Requirements. Except The Company has endeavored to follow all such Credit Policies and Servicing Policies, and any failures to do so would not be material to SFS Corp., the Company and the Company Subsidiaries, taken as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there whole. The Company has been no act or omission or alleged act or omission, or error by the Company, any made true and correct copies of all of its Affiliates or any employeeCredit Policies and Servicing Policies and that of each Company Subsidiary, agent or representative acting on the Company’s or any such Affiliate’s behalf, with respect in each case which are material to the origination, acquisition or transfer of any of the Mortgage Loans that was not in conformity with the Applicable Requirements. No Mortgage Loan is a “high-cost loan” or “covered loan” under any of the Home Ownership Equity Protection ActSFS Corp., the Truth in Lending Act (Regulation Z) or Company and the Company Subsidiaries, taken as a similar federalwhole, state or local Requirements of Laws. Seller has made available to Buyer a true and complete copy of the Credit Policies as in effect as of GHIV prior to the date hereof. (b) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. (c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the forms of documentation used by the Company and its Affiliates for the origination of Mortgage Loans originated by them, and all forms of documentation used by any other lender to originate all other Mortgage Loans, contain customary and enforceable provisions, such that (i) the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits thereof and (ii) in the event of full prepayment of a Mortgage Loan, there will be full payment of the outstanding principal balance and accrued but unpaid interest. (d) Except as set forth on Schedule 5.13(D) or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since October Since September 1, 2010, 2018 there have been no Proceedings Actions against the Company or any of its Affiliates relating to (i) any failure to comply with the Applicable Requirements in connection with the underwriting, origination origination, Servicing or sale of any Mortgage Loan, or (ii) the rescission of any insurance or guaranty Contract of the Company or (iii) the payment by Company, other than ordinary course Actions that would not be material to SFS Corp., the Company of and the Company Subsidiaries, taken as a penalty or fine to any Governmental Body, Investor or Insurer relating to or arising out of the underwriting, origination or sale of any Mortgage Loanwhole. (ec) Except for the Investor Agreements listed in Schedule 5.18as would not be material to SFS Corp., the Company is not a party to any Contract pursuant to which and the Company may be required to repurchase any Mortgage Loans or indemnify HUD for insurance. Except Subsidiaries, taken as set forth in Schedule 5.13(E), since October 1, 2010a whole, the Company has not (i) repurchased any Mortgage Loan or paid an indemnity claim to HUD due to a breach or claimed breach of any representation or warranty made by the Company, (ii) received notice that it is in breach of any representation or warranty made by the Company in connection with the sale of any Mortgage Loan or (iii) received any request for the repurchase or indemnification of any Mortgage Loan. (f) The Company is a member in good standing of the Mortgage Electronic Registration Systems, Incorporated system. (gd) A copy Since September 1, 2019, (i) the aggregate outstanding principal amount of Mortgage Loans that the Company or any of the Company Subsidiaries has repurchased from any Persons pursuant to any Repurchase Obligation, together with all amounts otherwise paid to any other Persons due to a breach or claimed breach of any representation or warranty made by the Company in order to satisfy any Repurchase Obligations to any other Persons (all such amounts for the applicable period collectively, “Completed Repurchase Obligations”), is not material to the financial results of the Company and the Company Subsidiaries, taken as a whole, and (ii) the Company has not received notices that it is in breach of any representation or warranty made by Company or a Company Subsidiary in connection with the sale, transfer, assignment or conveyance of any Mortgage Loan, or received any requests, notices or demands for the repurchase, indemnification, exercise of a make-whole obligation or similar right with respect to any Mortgage Loan Data Tape has been delivered or associated Repurchase Obligation, with respect to BuyerMortgage Loans which would be material to the financial results of the Company and the Company Subsidiaries, taken as a whole. All Without in any way limiting the information included in foregoing, the Completed Repurchase Obligations with respect to Mortgage Loans originated during the eighteen (18)-month period from January 1, 2019 through June 30, 2020 equals less than the percentage indicated on Schedule 3.22(d) to the Company Disclosure Schedule of the aggregate original principal amount of all Mortgage Loan Data Tape originations during such eighteen (18)-month period. Except for obligations arising under the Company’s Warehouse Lines, Investor Agreements, Servicing Agreements or sales of Mortgage Servicing Rights, neither the Company nor any of the Company Subsidiaries is true and correct in all material respects as of October 31, 2013a party to any Contract pursuant to which the Company or a Company Subsidiary may have any Repurchase Obligations with respect to any Mortgage Loans. (he) Each Balance Sheet MSR The Credit Policies of the Company and the Company Subsidiaries are designed to ensure that each Mortgage Loan was approved is eligible in all material respects for sale to, or insurance by, the applicable Investor or Insurer upon such sale or issuance of insurance, except for any Balance Sheet MSR Mortgage Loan as to which the ineligibility for such sale or issuance of insurance would not be the contractual or legal responsibility of the Company under the Applicable Requirements. There exists no fact or circumstance that The Company has endeavored to follow all such Credit Policies, and any failures to do so would entitle the applicable Insurer or Investor not be material to (i) impose on SFS Corp., the Company sanctionsand the Company Subsidiaries, penalties taken as a whole. (f) The Company’s compensation policies and procedures with respect to compensation paid or special requirements other incentives made available by the Company to any third party (including, as applicable, a broker or correspondent lender) in respect connection with any Mortgage Loans are designed to comply with applicable Law and Applicable Requirements. Any deviations from such policies and procedures, individually or in the aggregate, have not and are not expected to have a Company Material Adverse Effect. (g) All sales, assignments, conveyances, assignments, purchases, assumptions and related transfers of any Balance Sheet MSR Mortgage Loan or (ii) rescind Servicing Rights by or to the Company, including any insurance policy related transfers of Servicing or reduce insurance benefits Servicing Rights, were effected in respect of any Balance Sheet MSR Loan which compliance with all Applicable Requirements at such time, except as would not result in a breach Company Material Adverse Effect. Except as would not be material to SFS Corp., the Company and the Company Subsidiaries, taken as a whole, the Company and the Company Subsidiaries timely obtained all necessary Regulating Agency consents or other required Governmental Approvals in connection with the sale of any obligation Servicing Rights. (h) Since September 1, 2018, all of the Company’s and Company under any Contract. Each Pipeline Loan Subsidiaries’ mortgage backed securities and each Loan Held for Sale complies forward contracts (“Hedging Instruments”) were entered into in accordance in all material respects with the Applicable Requirements for the stage of processing that has been achieved based on the Investor or Insurer program under which the Company originated the Pipeline Loan or Loan Held for Sale, including compliance with applicable Requirements of Laws and procurement of required settlement services (including appraisal, title and insurance). The Company has handled each REO in accordance with the all Applicable Requirements. (i) Except as set forth on Schedule 5.13(i), there is not pending or threatened any request by any Agency that The Company and the Company repurchase any Mortgage LoansSubsidiaries have designed policies and procedures with respect to the REO properties owned by the Company Subsidiaries and are managed and operated in accordance in all material respects with all applicable Law and Applicable Requirements. Any deviations from such policies and procedures, individually or in the aggregate, have not and would not reasonably be expected to have a Company Material Adverse Effect.

Mortgage Loans. Except as set forth on SCHEDULE 5.18 attached to this Agreement: (a) Except as could not, individually or in Seller has provided to Purchaser true and correct copies of the aggregate, reasonably be expected to have a Material Adverse Effect, each Mortgage Loan was underwritten or re-underwritten in compliance with the Credit Policies documents and originated in compliance with the Applicable Requirements. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no act or omission or alleged act or omission, or error by the Company, any of its Affiliates or any employee, agent or representative acting on the Company’s or any such Affiliate’s behalf, other information with respect to each Mortgage Loan. All parties to the originationmortgage note, acquisition deed of trust or transfer mortgage and other documents contained in the Loan File had legal capacity to enter into the Mortgage Loan and to execute and deliver each such documents and each such document has been duly and properly executed by such parties, and is the valid and binding obligation of all parties thereto, enforceable in accordance with its terms; (b) all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments and ground rents which have previously become due and owing as of the date hereof have been paid; (c) none of the terms of any of the Mortgage Loans that was not in conformity with the Applicable Requirements. No Mortgage Loan is have been impaired, waived, altered or modified in any respect, except by a “high-cost loan” or “covered loan” under written instrument, a copy of which has been delivered to Purchaser and which has been recorded, if necessary, to protect the interests of Seller. Each Mortgage Loan and all activities conducted in connection therewith by Seller, and any other Person involved in the processing, underwriting, origination and funding of the Home Ownership Equity Protection Actany Mortgage Loan, the Truth complied and continue to comply in Lending Act (Regulation Z) or a similar all respects with any and all applicable requirements of any federal, state or local Requirements of Laws. Seller has made available to Buyer a true and complete copy of the Credit Policies as in effect as of the date hereof.law, any Regulatory Authority; (bd) Except as could notAll costs, individually fees and expenses incurred in making or in the aggregate, reasonably be expected to have a Material Adverse Effect, no closing of any Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulationswere paid, and no Mortgagor the mortgagor is subject not entitled to any refund of any amounts paid or due under the mortgage note, security instrument or other documents related to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan; (e) Each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. (c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the forms of documentation used by the Company and its Affiliates for the origination of Mortgage Loans originated by them, and all forms of documentation used by any other lender to originate all other Mortgage Loans, contain contains customary and enforceable provisions, provisions such that (i) as to render the rights and remedies of the holder thereof shall be adequate for the realization against the collateral Mortgaged Property of the benefits thereof and (ii) in the event of full prepayment of a Mortgage Loan, there will be full payment of the outstanding principal balance and accrued but unpaid interest. (d) Except as set forth on Schedule 5.13(D) security provided thereby, . There is no homestead or as could not, individually or in the aggregate, reasonably be expected other exemption available to have a Material Adverse Effect, since October 1, 2010, there have been no Proceedings against the Company or any of its Affiliates relating to (i) any failure to comply mortgagor which would interfere with the Applicable Requirements in connection with right to sell the underwriting, origination Mortgage Property at a trustee's sale or sale of any Mortgage Loan, (ii) the rescission of any insurance or guaranty Contract of the Company or (iii) the payment by the Company of a penalty or fine right to any Governmental Body, Investor or Insurer relating to or arising out of the underwriting, origination or sale of any Mortgage Loan. (e) Except for the Investor Agreements listed in Schedule 5.18, the Company is not a party to any Contract pursuant to which the Company may be required to repurchase any Mortgage Loans or indemnify HUD for insurance. Except as set forth in Schedule 5.13(E), since October 1, 2010, the Company has not (i) repurchased any Mortgage Loan or paid an indemnity claim to HUD due to a breach or claimed breach of any representation or warranty made by the Company, (ii) received notice that it is in breach of any representation or warranty made by the Company in connection with the sale of any Mortgage Loan or (iii) received any request for the repurchase or indemnification of any Mortgage Loan.foreclose; (f) The Company is a member in good standing To the knowledge of the Selling Parties, no Mortgage Electronic Registration SystemsLoan IN WHICH SELLER has any interest is subject to any right of rescission, Incorporated system.set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the documents underlying such Mortgage Loan, or the exercise of any right thereunder, render such Mortgage Loan unenforceable, in whole or in part; (g) A copy there is no default, breach, violation or event of the acceleration existing under any Mortgage Loan Data Tape in which Seller has been delivered to Buyer. All any interest and no event has occurred which, with the information included in passage of time or with notice and the Mortgage Loan Data Tape is true and correct in all material respects as expiration of October 31any grace or cure period, 2013.would constitute such a default, breach, violation or event of acceleration; (h) Each Balance Sheet MSR Loan was eligible mortgage is a valid, subsisting and enforceable first lien on the respective Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in all material respects for sale to, or insurance by, the applicable Investor or Insurer upon affixed to such sale or issuance of insurance, except for any Balance Sheet MSR Loan as to buildings which the ineligibility for such sale or issuance of insurance would not be the contractual or legal responsibility constitute part of the Company Mortgaged Property under applicable law, and all additions, alterations and replacements made at any time with respect to the Applicable Requirementsforegoing. There exists Such lien is 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 the public record as of the date of recording which contain no fact enforceable provisions for forfeiture or circumstance that would entitle reversion of title and are acceptable to mortgage lending institutions generally for properties similar to the applicable Insurer or Investor Mortgaged Property, and are specifically referred to in the lender's title insurance policy delivered to the originator of the Mortgage Loan and (i) impose on referred to or otherwise considered in the Company sanctions, penalties or special requirements in respect appraisal made for the originator of any Balance Sheet MSR the Mortgage Loan or (ii) rescind any insurance policy or reduce insurance benefits in respect of any Balance Sheet MSR Loan which would result in a breach of any obligation do not adversely affect the appraised value of the Company under any Contract. Each Pipeline Loan and each Loan Held for Sale complies in all material respects with the Applicable Requirements for the stage of processing that has been achieved based on the Investor or Insurer program under which the Company originated the Pipeline Loan or Loan Held for Sale, including compliance with applicable Requirements of Laws and procurement of required settlement services (including appraisal, title and insurance). The Company has handled each REO in accordance with the Applicable Requirements. (i) Except Mortgaged Property as set forth on Schedule 5.13(i)in such appraisal; and (c) other matters expressly disclosed in any applicable title insurance policy which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, there is not pending enjoyment, value or threatened any request by any Agency that marketability of the Company repurchase any Mortgage Loansrelated Mortgaged Property.

Mortgage Loans. (a) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Mortgage Loan was underwritten or re-underwritten in compliance with the The Credit Policies and originated Servicing Policies have been designed to comply in compliance all material respects with the applicable Agency Guides, applicable Law and Applicable Requirements. Except The Company has endeavored to follow all such Credit Policies and Servicing Policies, except as could notwould not be material to the Company and its Subsidiaries, individually or in the aggregate, reasonably be expected to have taken as a Material Adverse Effect, there whole. The Company has been no act or omission or alleged act or omission, or error by the Company, any made true and correct copies of all of its Affiliates or any employeeand its Subsidiaries' Credit Policies and Servicing Policies, agent or representative acting on the Company’s or any such Affiliate’s behalf, with respect in each case which are material to the originationCompany and its Subsidiaries, acquisition or transfer of any of the Mortgage Loans that was not in conformity with the Applicable Requirements. No Mortgage Loan is taken as a “high-cost loan” or “covered loan” under any of the Home Ownership Equity Protection Actwhole, the Truth in Lending Act (Regulation Z) or a similar federal, state or local Requirements of Laws. Seller has made available to Buyer a true and complete copy of the Credit Policies as in effect as of Acquiror prior to the date hereofof this Agreement. (b) Except as could notSince December 31, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. (c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the forms of documentation used by the Company and its Affiliates for the origination of Mortgage Loans originated by them, and all forms of documentation used by any other lender to originate all other Mortgage Loans, contain customary and enforceable provisions, such that (i) the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits thereof and (ii) in the event of full prepayment of a Mortgage Loan, there will be full payment of the outstanding principal balance and accrued but unpaid interest. (d) Except as set forth on Schedule 5.13(D) or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since October 1, 20102018, there have been no Proceedings Actions against the Company or any of its Affiliates relating to (i) any failure to comply with the Applicable Requirements in connection with the underwriting, origination origination, Servicing or sale of any Mortgage Loan, or (ii) the rescission of any insurance or guaranty Contract of the Company or (iii) the payment by Company, in eachse case, except as would not be material to the Company of and its Subsidiaries, taken as a penalty or fine to any Governmental Body, Investor or Insurer relating to or arising out of the underwriting, origination or sale of any Mortgage Loanwhole. (ec) Except for as would not be material to the Investor Agreements listed in Schedule 5.18Company and its Subsidiaries, taken as a whole, the Company is not a party to any Contract pursuant to which the Company may be required to repurchase any Mortgage Loans or indemnify HUD for insurance. Except as set forth in Schedule 5.13(E), since October 1, 2010, the Company has not (i) repurchased any Mortgage Loan or paid an indemnity claim to HUD due to a breach or claimed breach of any representation or warranty made by the Company, (ii) received notice that it is in breach of any representation or warranty made by the Company in connection with the sale of any Mortgage Loan or (iii) received any request for the repurchase or indemnification of any Mortgage Loan. (f) The Company is a member in good standing of the Mortgage Electronic Registration Systems, Incorporated system. (gd) A copy Since December 31, 2018, (i) the aggregate outstanding principal amount of Mortgage Loans that the Company or any of its Subsidiaries has repurchased from any Persons pursuant to any Repurchase Obligation, together with all amounts otherwise paid to any other Persons due to a breach or claimed breach of any representation or warranty made by the Company in order to satisfy any Repurchase Obligations to any other Persons (all such amounts for the applicable period collectively, "Completed Repurchase Obligations"), is not material to the financial results of the Company and its Subsidiaries, taken as a whole, and (ii) the Company has not received notices that it is in breach of any representation or warranty made by Company or its Subsidiary in connection with the sale, transfer, assignment or conveyance of any Mortgage Loan, or received any requests, notices or demands for the repurchase, indemnification, exercise of a make-whole obligation or similar right with respect to any Mortgage Loan Data Tape has been delivered or associated Repurchase Obligation, with respect to BuyerMortgage Loans which would be material to the financial results of the Company and its Subsidiaries, taken as a whole. All Except for obligations arising under the information included in Company's Warehouse Lines, Investor Agreements, Servicing Agreements or sales of Mortgage Servicing Rights, neither the Company nor any of its Subsidiaries is a party to any Contract pursuant to which the Company or its Subsidiary may have any Repurchase Obligations with respect to any Mortgage Loan Data Tape is true and correct in all material respects as of October 31, 2013Loans. (he) Each Balance Sheet MSR The Company's compensation policies and procedures with respect to compensation paid or other incentives made available by the Company to any third party (including, as applicable, a broker or correspondent lender) in connection with any Mortgage Loans are designed to comply with applicable Law and Applicable Requirements. Any deviations from such policies and procedures, individually or in the aggregate, have not and are not expected to have a Company Material Adverse Effect. (f) All sales, assignments, conveyances, assignments, purchases, assumptions and related transfers of any Mortgage Loan was eligible or Servicing Rights by or to the Company, including any related transfers of Servicing or Servicing Rights, were effected in compliance with all material respects for sale to, or insurance by, the applicable Investor or Insurer upon Applicable Requirements at such sale or issuance of insurancetime, except for any Balance Sheet MSR Loan as to which the ineligibility for such sale or issuance of insurance would not result in a Company Material Adverse Effect. Except as would not be material to the contractual Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries timely obtained all Governmental Authorizations or legal responsibility Permits in connection with the sale of any Servicing Rights. (g) Since December 31, 2018, all of the Company under the Applicable Requirements. There exists no fact or circumstance that would entitle the applicable Insurer or Investor to (i) impose on the Company sanctions, penalties or special requirements Company's and its Subsidiaries' mortgage backed securities and forward contracts were entered into in respect of any Balance Sheet MSR Loan or (ii) rescind any insurance policy or reduce insurance benefits in respect of any Balance Sheet MSR Loan which would result in a breach of any obligation of the Company under any Contract. Each Pipeline Loan and each Loan Held for Sale complies accordance in all material respects with the Applicable Requirements for the stage of processing that has been achieved based on the Investor or Insurer program under which the Company originated the Pipeline Loan or Loan Held for Sale, including compliance with applicable Requirements of Laws and procurement of required settlement services (including appraisal, title and insurance). The Company has handled each REO in accordance with the all Applicable Requirements. (i) Except as set forth on Schedule 5.13(i), there is not pending or threatened any request by any Agency that the Company repurchase any Mortgage Loans.

Mortgage Loans. (a) Except as could notAs of March 31, 2016, the Company or a Company Subsidiary is the sole owner of each of the mortgage loans set forth in Section 4.18(a) of the Company Disclosure Letter (collectively, the “Company Mortgage Loans”) and is the sole owner or beneficiary of or under any related notes (collectively, the “Company Mortgage Notes”), deeds of trust, mortgages, security agreements, guaranties, indemnities, financing statements, assignments, endorsement, bonds, letters of credit, accounts, insurance contracts and policies, credit reports, Tax Returns, appraisals, escrow documents, participation agreements (if applicable), loan files, servicing files and all other documents evidencing or securing the Company Mortgage Loans (collectively, the “Company Mortgage Files”), in each case, free and clear of any Liens, except for Permitted Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The principal amount of each of the Company Mortgage Loans fully amortizes in accordance with the initial term of the underlying lease collaterally assigned to the applicable mortgage lender as security for such Company Mortgage Loan. (i) Each Company Mortgage Loan is subject only to “Permitted Exceptions” which consist of the following: (A) Permitted Liens; (B) Liens affecting title acceptable to prudent mortgage lending institutions generally; (C) rights of tenants with no options to purchase or rights of first refusal to purchase, except as disclosed in the Company Mortgage Files that have been made available to Parent; and (D) other matters which would not reasonably be expected to have a Material Adverse Effect, each Mortgage Loan was underwritten or re-underwritten in compliance with the Credit Policies and originated in compliance with the Applicable Requirements. Except as could nothave, individually or in the aggregate, a Company Material Adverse Effect; (ii) each of the Company Mortgage Loans has generally been serviced in accordance with the terms of the related mortgage note and pooling and servicing agreements and otherwise in accordance with industry accepted servicing practices, except for events that would not reasonably be expected to have a Material Adverse Effect, there has been no act or omission or alleged act or omission, or error by the Company, any of its Affiliates or any employee, agent or representative acting on the Company’s or any such Affiliate’s behalf, with respect to the origination, acquisition or transfer of any of the Mortgage Loans that was not in conformity with the Applicable Requirements. No Mortgage Loan is a “high-cost loan” or “covered loan” under any of the Home Ownership Equity Protection Act, the Truth in Lending Act (Regulation Z) or a similar federal, state or local Requirements of Laws. Seller has made available to Buyer a true and complete copy of the Credit Policies as in effect as of the date hereof. (b) Except as could nothave, individually or in the aggregate, a Company Material Adverse Effect; and (iii) there is no delinquency in the payments of principal and interest required to be made under the terms of any Company Mortgage Loan in excess of thirty (30) days beyond the applicable due date that has occurred or in any other payments required to be made under the terms of any Company Mortgage Loan (inclusive of any applicable grace or cure period) that would reasonably be expected to have a Material Adverse Effect, no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations. Except as could nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. (c) Except as could notdisclosed on Section 4.18(c) of the Company Disclosure Letter, the Company has no knowledge of (i) any written notice asserting any offset, defense (including the defense of usury), claim (including claims of lender liability), counterclaim or right to rescission with respect to any Company Mortgage Loan, Company Mortgage Note or other related agreements, (ii) any uncured monetary default in excess of thirty (30) days or event of acceleration existing under any Company Mortgage Loan or the related Company Mortgage Note, or (iii) any uncured non-monetary default, breach, violation or event of acceleration existing beyond the applicable grace or cure period under any Company Mortgage or the related Company Mortgage Note, except, in each case, for notices, violations, breaches, defaults or events of acceleration that would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the forms of documentation used by the Company and its Affiliates for the origination of Mortgage Loans originated by them, and all forms of documentation used by any other lender to originate all other Mortgage Loans, contain customary and enforceable provisions, such that (i) the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits thereof and (ii) in the event of full prepayment of a Mortgage Loan, there will be full payment of the outstanding principal balance and accrued but unpaid interest. (d) Except as set forth on Schedule 5.13(D) or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since October 1, 2010, there have been no Proceedings against the Company or any of its Affiliates relating to (i) any failure to comply with the Applicable Requirements in connection with the underwriting, origination or sale of any Mortgage Loan, (ii) the rescission of any insurance or guaranty Contract of the Company or (iii) the payment by the Company of a penalty or fine to any Governmental Body, Investor or Insurer relating to or arising out of the underwriting, origination or sale of any Mortgage Loan. (e) Except for the Investor Agreements listed in Schedule 5.18, the Company is not a party to any Contract pursuant to which the Company may be required to repurchase any Mortgage Loans or indemnify HUD for insurance. Except as set forth in Schedule 5.13(E), since October 1, 2010, the Company has not (i) repurchased any Mortgage Loan or paid an indemnity claim to HUD due to a breach or claimed breach of any representation or warranty made by the Company, (ii) received notice that it is in breach of any representation or warranty made by the Company in connection with the sale of any Mortgage Loan or (iii) received any request for the repurchase or indemnification of any Mortgage Loan. (f) The Company is a member in good standing of the Mortgage Electronic Registration Systems, Incorporated system. (g) A copy of the Mortgage Loan Data Tape has been delivered to Buyer. All the information included in the Mortgage Loan Data Tape is true and correct in all material respects as of October 31, 2013. (h) Each Balance Sheet MSR Loan was eligible in all material respects for sale to, or insurance by, the applicable Investor or Insurer upon such sale or issuance of insurance, except for any Balance Sheet MSR Loan as to which the ineligibility for such sale or issuance of insurance would not be the contractual or legal responsibility of the Company under the Applicable Requirements. There exists no fact or circumstance that would entitle the applicable Insurer or Investor to (i) impose on the Company sanctions, penalties or special requirements in respect of any Balance Sheet MSR Loan or (ii) rescind any insurance policy or reduce insurance benefits in respect of any Balance Sheet MSR Loan which would result in a breach of any obligation of the Company under any Contract. Each Pipeline Loan and each Loan Held for Sale complies in all material respects with the Applicable Requirements for the stage of processing that has been achieved based on the Investor or Insurer program under which the Company originated the Pipeline Loan or Loan Held for Sale, including compliance with applicable Requirements of Laws and procurement of required settlement services (including appraisal, title and insurance). The Company has handled each REO in accordance with the Applicable Requirements. (i) Except as set forth on Schedule 5.13(i), there is not pending or threatened any request by any Agency that the Company repurchase any Mortgage Loans.