Common use of Representations and Warranties of the Depositor with respect to Security Interest Clause in Contracts

Representations and Warranties of the Depositor with respect to Security Interest. (a) With respect to the Mortgage Notes, the Depositor represents and warrants that: (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC in the Mortgage Notes in favor of the Issuer, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Issuer; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Custodian, as set forth in this Transfer and Servicing Agreement; (vi) The Depositor has received a written acknowledgement from the Custodian that it is holding the Mortgage Notes solely on behalf and for the benefit of the Issuer; (vii) Other than the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer. (b) The representations and warranties set forth in this Section 3.04 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Depositor with respect to Security Interest. (a) With respect to the Mortgage Notes, the Depositor represents and warrants that: (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC in the Mortgage Notes in favor of the Issuer, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC;; 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 46 (iii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Issuer; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Custodian, as set forth in this Transfer and Servicing Agreement; (vi) The Depositor has received a written acknowledgement from the Custodian that it is holding the Mortgage Notes solely on behalf and for the benefit of the Issuer; (vii) Other than the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer. (b) The representations and warranties set forth in this Section 3.04 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Depositor with respect to Security Interest. (a) With respect to the Mortgage Notes, the Depositor represents and warrants that: (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC in the Mortgage Notes in favor of the Issuer, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Issuer; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Custodian, as set forth in this Transfer and Servicing Agreement;; 201359 HomeBanc 2006-2 Transfer and Servicing Agreement (vi) The Depositor has received a written acknowledgement from the Custodian that it is holding the Mortgage Notes solely on behalf and for the benefit of the Issuer; (vii) Other than the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer. (b) The representations and warranties set forth in this Section 3.04 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Depositor with respect to Security Interest. (a) With respect to the Mortgage Notes, the Depositor represents and warrants that: (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC in the Mortgage Notes in favor of the Issuer, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Issuer; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Custodian, as set forth in this Transfer and Servicing Agreement; (vi) The Depositor has received a written acknowledgement from the Custodian that it is holding the Mortgage Notes solely on behalf and for the benefit of the Issuer; (vii) Other than the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Issuer hereunder or that has been Transfer and Servicing Agreement terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer. (b) The representations and warranties set forth in this Section 3.04 shall survive the Closing Date and shall not be waived.