Common use of REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO EACH LOAN Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO EACH LOAN. It is understood and agreed by Seller and Buyer that as a material inducement for Buyer to enter into this Agreement, the Seller hereby represents and warrants to the Buyer as of each Settlement Date with respect to each Loan purchased: 1. The Seller is the originator of the Note, Mortgage and Other Collateral, and the Seller is a holder-in-due-course of each Note within the meaning of the Uniform Commercial Code. Seller is the sole owner of the Loan and has the right to assign and transfer the Loan to the Buyer. The Seller has not sold, assigned or otherwise transferred any right or interest in or to the Loan and has not pledged the Loan as collateral for any loan or obligation of Seller or for any other purpose, except in connection with its warehouse lines of credit, which security interest or pledges have been released at or prior to the time of the sale of the Loan to the Buyer. The assignment of the Loan by the Seller to Buyer validly transfers the Loan to Buyer free and clear of any pledges, liens, claims, encumbrances, mortgages, charges, exceptions and/or security interests. 2. Except as expressly disclosed to and agreed to by the Buyer in writing, the Loan conforms to: (a) the Underwriting Guidelines of Buyer, and (b) the conditions of the Approval Advice (if applicable). 3. All information set forth in any Schedule of Loans Delivered is true and correct in all respects, and all other information furnished to Buyer by Seller with respect to the Loan(s) purchased is true and correct as of the Settlement Date. 4. The Note, Mortgage, Other Collateral and the Related Assets are in every respect genuine, are the valid instrument they purport on their face to be, are the legal, valid, binding and enforceable obligation of the Borrower and other obligors thereunder and are not subject to any discount, allowance, setoff, counterclaim, presently pending bankruptcy or other defenses; none of the Note, Mortgage, Other Collateral or Related Assets are forged or have affixed thereto any unauthorized signature or have been entered into by any persons lacking legal capacity; and no foreclosure (including any non-judicial foreclosure) or any other legal action has been brought by the Seller or any senior lienholder in connection therewith. 5. If the loan is a Mixed-Use or Multi-Family Loan, the loan documents have been approved for use by the Buyer and the Seller has not altered any of the terms or conditions set forth therein without the prior written approval of the Buyer. 6. If the Loan is a Mixed-Use or Multi-Family Loan, the closing thereof took place in the office of a law firm approved by the Buyer. 7. No instruments other than those delivered herewith are required under applicable law to evidence the indebtedness represented by the Loan or to perfect the lien of the Mortgage or Other Collateral. 8. Except as has been disclosed and agreed to by the Buyer in writing, there is no agreement with the Borrower regarding any variation of the interest rate and schedules of payment (except as described in the Note, Mortgage and Other Collateral) or other terms and conditions of the Loan. No Borrower has been released from liability on the Note, and no property has been released from the Mortgage and Other Collateral. If the Loan is a variable rate loan, the Seller represents and warrants as of each Settlement Date that all applicable notices required by law or regulation have been provided to the Borrower and that the right to future changes in the interest rate and payment schedules has not been waived by the Seller or any previous holder of the Loan. 9. The Loan is secured by a mortgage on residential real estate or a mixed-use or multi-family building, which does not include cooperative or mobile homes attached to a foundation or otherwise and does not constitute other than real property under state law. 10. The Loan is secured by a valid Mortgage, of the agreed-upon priority, on real property, and by valid Other Collateral, of the agreed-upon priority, on personal property, and such Other Collateral has been properly received by the appropriate public recording official to be filed, recorded or otherwise perfected in due course in accordance with applicable law in the appropriate jurisdiction. 11. All of the improvements which were included for the purpose of determining the appraised value of the real property securing the Loan lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the property unless any such improvements are stated in the title insurance policy and are affirmatively insured.

REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO EACH LOAN. It is understood and agreed by Seller and Buyer that as a material inducement for Buyer to enter into this Agreement, the Seller hereby represents and warrants to the Buyer buyer as of each Settlement Date with respect to each Loan purchased: 1. The Seller is the originator of the Note, Mortgage and Other Collateral, and the Seller is a holder-in-due-course of each Note within the meaning of the Uniform Commercial Code. Seller is the sole owner of the Loan and has the right to assign and transfer the Loan to the Buyer. The Seller has not sold, assigned or otherwise transferred any right or interest in or to the Loan and has not pledged the Loan as collateral for any loan or obligation of Seller or for any other purpose, except in connection with its warehouse lines of credit, which security interest or pledges have been released at or prior to the time of the sale of the Loan to the Buyer. The assignment of the Loan by the Seller to Buyer validly transfers the Loan to Buyer free and clear of any pledges, liens, claims, encumbrances, mortgages, charges, exceptions and/or security interests. 2. Except as expressly disclosed to and agreed to by the Buyer in writing, the Loan conforms to: (a) the Underwriting Guidelines of Buyer, and (b) the conditions of the Approval Advice (if applicable). 3. All information set forth in any Schedule of Loans Delivered is true and correct in all respects, and all other information furnished to Buyer by Seller with respect to the Loan(s) purchased is true and correct as of the Settlement Date. 4. The Note, Mortgage, Other Collateral and the Related Assets are in every respect genuine, are the valid instrument they purport on their face to be, are the legal, valid, binding and enforceable obligation of the Borrower and other obligors thereunder and are not subject to any discount, allowance, setoff, counterclaim, presently pending bankruptcy or other defenses; none of the Note, Mortgage, Other Collateral or Related Assets are forged or have affixed thereto any unauthorized signature or have been entered into by any persons lacking legal capacity; and no foreclosure (including any non-judicial foreclosure) or any other legal action has been brought by the Seller or any senior lienholder in connection therewith. 5. If the loan is a Mixed-Use or Multi-Family Loan, the loan Loan documents have been approved for use by the Buyer and the Seller has not altered any of the terms or conditions set forth therein without the prior written approval of the Buyer. 6. If the Loan is a Mixed-Use or Multi-Family Loan, the closing thereof took place in the office of a law firm approved by the Buyer. 7. No instruments other than those delivered herewith are required under applicable law to evidence the indebtedness represented by the Loan or to perfect the lien of the Mortgage or Other Collateral. 8. Except as has been disclosed and agreed to by the Buyer in writing, there is no agreement with the Borrower regarding any variation of the interest rate and schedules of payment (except as described in the Note, Mortgage and Other Collateral) or other terms and conditions of the Loan. No Borrower has been released from liability on the Note, and no property has been released from the Mortgage and Other Collateral. If the Loan is a variable rate loan, the Seller represents and warrants as of each Settlement Date that all applicable notices required by law or regulation have been provided to the Borrower and that the right to future changes in the interest rate and payment schedules has not been waived waved by the Seller or any previous holder of the Loan. 9. The Loan is secured by a mortgage on residential real estate or a mixed-use or multi-family building, which does not include cooperative or mobile homes attached to a foundation or otherwise and does not constitute other than real property under state law. 10. The Loan is secured by a valid Mortgage, of the agreed-upon priority, on real property, and by valid Other Collateral, of the agreed-upon priority, on personal property, and such Other Collateral has been properly received by the appropriate public recording official to be filed, recorded or otherwise perfected in due course in accordance with applicable law in the appropriate jurisdiction. 11. All of the improvements which were included for the purpose of determining the appraised value of the real property securing the Loan lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the property unless any such improvements are stated in the title insurance policy and are affirmatively insured.

REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO EACH LOAN. It is understood and agreed by Seller and Buyer that as a material inducement for to Buyer to enter into this Agreement, Agreement the Seller hereby represents and warrants to the Buyer as of each Settlement Date with respect to each Loan purchased:. 1. The Seller is the originator of the Note, Mortgage and Other Collateral, and the Seller is a holder-in-due-course of each Note within the meaning of the Uniform Commercial Code. Seller Code and is the sole owner of the Loan and has the right to assign and transfer the Loan to the Buyer. The Seller has not sold, assigned or otherwise transferred any right or interest in or to the Loan and has not pledged the Loan as collateral for any loan or obligation of Seller or for any other purpose, except in connection with its warehouse lines of credit, which security interest or pledges have been released at or prior to the time of the sale of the Loan to the Buyer. The assignment of the Loan by the Seller to Buyer validly transfers the such Loan to Buyer free and clear of any pledges, liens, claims, encumbrances, mortgagesMortgages, charges, exceptions and/or security interests. 2. Except as expressly disclosed to and agreed to by the Buyer in writing, the each Loan conforms to: (a) the Underwriting Guidelines of Buyer, and (b) the conditions of the Approval Advice (if applicable). 3. All information set forth in any Purchase Schedule of Loans Delivered is true and correct in all respects, and all other information furnished to Buyer by Seller with respect to the Loan(s) purchased is true and correct as of the Settlement Date. 4. The Note, Mortgage, Other Collateral Each Note and Mortgage and the Related Assets are in every respect genuine, are the valid instrument they purport on their face to be, are the legal, valid, binding and enforceable obligation of the Borrower and other obligors thereunder and are not subject to any discount, allowance, setoffset off, counterclaim, presently pending bankruptcy or other defenses; none of the NoteNotes, MortgageMortgages, Other Collateral or Related Assets are forged or have affixed thereto hereto any unauthorized signature or have been entered into by any persons lacking without the required legal capacity; and no foreclosure (including any non-judicial foreclosure) or any other legal action has been brought by the Seller or any senior lienholder in connection therewith. 5. If the loan is a Mixed-Use or Multi-Family Loan, the loan documents have been approved for use by the Buyer and the Seller has not altered any of the terms or conditions set forth therein without the prior written approval of the Buyer. 6. If the Loan is a Mixed-Use or Multi-Family Loan, the closing thereof took place in the office of a law firm approved by the Buyer. 7. No instruments other than those delivered herewith are required under applicable law to evidence the indebtedness represented by the Loan Loan(s) or to perfect the lien of the Mortgage or Other CollateralMortgage(s). 86. Except as has been disclosed to and agreed to by the Buyer in writing, there is no agreement with the Borrower regarding any variation of the interest rate and schedules of payment (except as described in the Note, Mortgage Note and Other CollateralMortgage) or other terms and conditions of the Loan. No , no Borrower has been released from liability on the Note, and no property property, has been released from the Mortgage and Other CollateralMortgage. If the Loan is a variable rate loan, the Seller represents and warrants as of each Settlement Date that all applicable notices required by law or regulation have been provided to the Borrower and that the right to future changes in the interest rate and payment schedules has not been waived by the Seller or any previous Previous holder of the Loan. 9. The Loan is secured by a mortgage on residential real estate or a mixed-use or multi-family building, which does not include cooperative or mobile homes attached to a foundation or otherwise and does not constitute other than real property under state law. 107. The Loan is secured by a valid Mortgage, of the agreed-upon priority, on real property, and by valid Other Collateral, of the agreed-upon priority, on personal property, and such Other Collateral Mortgage has been properly received by the appropriate public recording official to be filed, recorded or otherwise perfected in due course in accordance with applicable law in the appropriate jurisdiction. 118. There are no violations of any applicable federal or state law or regulation, including, without limitation, Fair Credit Reporting Act and Regulations, the Federal Truth-in-Lending Act and Regulation Z (including but not limited to Section 32), the Federal Equal Credit Opportunity Act and Regulation B, the Federal Real Estate Settlement Procedures Act and Regulations, the Federal Debt Collection Practices Act, the Home Mortgage Disclosure Act, and any federal or state usury laws and regulations. All disclosures required by law, federal, state or local were properly made by the Seller prior to the closing of the improvements Loan. 9. The Seller holds a marked-up title policy or a title insurance binder or title certificate which were included for is in full force and effect; which has an insurance limit at least as great as the purpose of determining the appraised value outstanding principal balance of the real property securing Loan; which names the Seller, its successors and assigns as the insured party; and which is issued by a title insurer which has been approved by the Buyer in writing and is qualified to do business in the jurisdiction where the Subject Property is located. Said policy shall: (i) Insure the absence of any lien of taxes and other assessments; (ii) Disclose whether all taxes and other assessments due as of the date of the policy have been paid in full; and (iii) Disclose all other matters to which like properties are commonly subject. If the Buyer purchases a Loan lie wholly within having relied on a marked-up title insurance binder or title certificate rather than a title insurance policy, the boundaries Seller shall have thirty (30) days to deliver to the Buyer the title insurance policy. 10. As of the Settlement Date the Seller has transferred to Buyer all of its right, title and building restriction lines interest in the Note(s), Mortgage(s) and Related Assets for each Loan purchased free and clear of such propertyany pledge, and no improvements on adjoining properties encroach upon the property unless any such improvements are stated liens, claims, encumbrances, Mortgages, charges, exceptions or security interests other than as is disclosed in the title insurance policy to each Loan, together with an individual flood insurance policy (to the extent required by the Flood Disaster Protection Act) and an individual current hazard insurance policy (including fire and extended coverage and other matters as are affirmatively insuredcustomary in the area of the Subject Property), or a blanket policy in lieu thereof, or a certificate if the Buyer agrees in writing to accept a certificate, insuring the Subject Property, with a loss payable clause in favor of the Seller, its successors and assigns in an amount equal to the lower of: (a) the replacement value of the Subject Property, or (b) the unpaid principal balance of the Loan and the senior mortgage deed(s) of trust loan. 11. The Note and Mortgage contain customary, valid legal and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Subject Property of the benefits of the security created thereby. 12. The proceeds of the Loan have been fully disbursed and any and all requirements as to completion of on-site and off-site improvements and disbursement of any escrow funds therefore have been complied with. 13. There are no mechanic's liens or similar liens or claims which have been filed for work, labor or material affecting the Subject Property which are or may be liens prior to or equal with the lien of the Mortgage and senior Mortgage(s). 14. The Subject Property is free of material damage and waste and is in good repair and there is no proceeding pending or threatened for the total or partial condemnation of the Subject Property, and the Subject Property is free and clear of all hazardous material. 15. All matured obligations pursuant to the Note and Mortgage have been paid or performed and the Seller has not waived any defaults, breach, violation or event of acceleration. 16. The Seller has no knowledge of any fact as to such Loan which it has failed to disclose which would materially and adversely affect the value or marketability of such Loans. 17. The Seller has no knowledge of any impediments to title that adversely affect the value, enjoyment or marketability of the Subject Property. 18. Where required by state law, the Seller has filed for record a request for notice of any action by a senior lienholder under a senior lien, and the Seller has notified any superior lienholder in writing of the existence of the Loan and requested notification of any action to be taken against the Borrower by the superior lienholder. The Seller shall, upon request of the Buyer, cooperate in recording a new request for action in favor of the Buyer and in providing superior lienholders with written requests for notification to the Buyer of action against the Borrower. 19. There is no default, breach, violation or event of acceleration existing under any senior Mortgage which, with notice, and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration. 20. Each Note and Mortgage contains a provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder. 21. All real estate appraisals made in connection with each Loan shall have been performed in accordance with industry standards in the appraising industry I n the area where the appraised property is located. Any variances ascertained pursuant to Article VI(G) of this Agreement greater than eight (8%) percent shall constitute conclusive evidence of a breach of this warranty. 22. No hazardous or toxic materials or wastes or products regulated by any law or ordinance or asbestos or asbestos products or materials or polychlorinated biphenyls or urea formaldehyde insulation have been used or employed in the construction, use or maintenance of the Subject Property or have ever been stored, treated at or disposed of on the Subject Property. 23. There has not occurred nor has any person or entity alleged that there has occurred, upon the Subject any spillage, leakage, discharge or release into the air, soil or groundwater of any hazardous material or regulated wastes. 24. The Seller has not, in connection with each Loan purchased by Buyer, taken any action which might result in a claim against the Buyer or an obligation by the Buyer to refund unearned finance charges, credit life insurance premiums or any other fees in respect to the transactions between Buyer and Seller as described in this Agreement. The Seller agrees to indemnify and hold the Buyer harmless from and against any claims, liabilities, damages or costs (including reasonable attorney fees) relating to any Borrower, insurer or other party who claims to be due a refund of finance charges or insurance premiums or any other fees in connection with transactions contemplated by this Agreement. 25. The Seller has not, in connection with each Loan purchased by Buyer, incurred any obligation, made any commitment or taken any action which might result in a claim against the Buyer or an obligation by the Buyer to pay a sales brokerage commission, finder's fee or similar fee in respect to the transactions between Buyer and Seller as described in this Agreement. The Seller agrees to indemnify and hold the Buyer harmless from and against any claims, liabilities, damages or costs (including reasonable attorney fees) relating to any broker, agent or finder or other person, who shall claim to have dealt on behalf of the Seller in connection with the transactions contemplated by this Agreement. 26. Seller agrees that for the time period of 36 months beginning from the applicable settlement date, not to take any action to solicit Borrowers individually in order to effect the refinancing of any Loans previously purchased by Buyer from Seller. In the event a Borrower elects to refinance with Seller a Loan purchased by Buyer from Seller, and such Loan is currently owned or serviced by Buyer or Buyer otherwise retains a financial interest in the Loan, Buyer will have the right of first refusal on the purchase of the refinancing.

REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO EACH LOAN. It ------------------------------------------------------------ is understood and agreed by Seller and Buyer that as a material inducement for to Buyer to enter into this Agreement, Agreement the Seller hereby represents and warrants to the Buyer as of each Settlement Date with respect to each Loan purchased: 1. The Seller is the originator of the Note, Mortgage and Other Collateral, and the Seller is a holder-in-due-course of each Note within the meaning of the Uniform Commercial Code. Seller Code and is the sole owner of the Loan and has the right to assign and transfer the Loan to the Buyer. The Seller has not sold, assigned or otherwise transferred any right or interest in or to the Loan and has not pledged the Loan as collateral for any loan or obligation of Seller or for any other purpose, except in connection with its warehouse lines of credit, which security interest or pledges have been released at or prior to the time of the sale of the Loan to the Buyer. The assignment of the Loan by the Seller to Buyer validly transfers the such Loan to Buyer free and clear of any pledges, liens, claims, encumbrances, mortgagesMortgages, charges, exceptions and/or security interests. 2. Except as expressly disclosed to and agreed to by the Buyer in writing, the each Loan conforms to: (a) the Underwriting Guidelines of Buyer, and (b) the conditions of the Approval Advice (if applicable). 3. All information set forth in any purchase Schedule of Loans Delivered is true and correct in all respects, and all other information furnished to Buyer by Seller with respect to the Loan(s) purchased is true and correct as of the Settlement Date. 4. The Note, Mortgage, Other Collateral Each Note and Mortgage and the Related related Assets are in every respect genuine, are the valid instrument they purport on their face to be, are the legal, valid, binding and enforceable obligation of the Borrower and other obligors thereunder and are not subject to any discount, allowance, setoff, counterclaim, presently pending bankruptcy or other defenses; none of the NoteNotes, MortgageMortgages, Other Collateral or Related Assets are forged or have affixed thereto any unauthorized signature or have been entered into by any persons lacking without the required legal capacity; and no foreclosure (including any non-judicial foreclosure) or any other legal action has been brought by the Seller or any senior lienholder in connection therewith. 5. If the loan is a Mixed-Use or Multi-Family Loan, the loan documents have been approved for use by the Buyer and the Seller has not altered any of the terms or conditions set forth therein without the prior written approval of the Buyer. 6. If the Loan is a Mixed-Use or Multi-Family Loan, the closing thereof took place in the office of a law firm approved by the Buyer. 7. No instruments other than those delivered herewith are required under applicable law to evidence the indebtedness represented by the Loan Loan(s) or to ??? perfect the lien of the Mortgage or Other CollateralMortgage(s). 86. Except as has been disclosed to and agreed to by the Buyer in writing, there is no agreement with the Borrower regarding any variation of the interest rate and schedules of payment (except as described in the Note, Mortgage Note and Other CollateralMortgage) or other terms and conditions of the Loan. No , no Borrower has been released from liability on the Note, and no property has been released from the Mortgage and Other CollateralMortgage. If the Loan is a variable rate loan, the Seller represents and warrants as of each Settlement Date that all applicable notices required by law or regulation have been provided to the Borrower and that the right to future changes in the interest rate and payment schedules has not been waived by the Seller or any previous holder of the Loan. 9. The Loan is secured by a mortgage on residential real estate or a mixed-use or multi-family building, which does not include cooperative or mobile homes attached to a foundation or otherwise and does not constitute other than real property under state law. 107. The Loan is secured by a valid Mortgage, of the agreed-upon priority, on real property, and by valid Other Collateral, of the agreed-upon priority, on personal property, and such Other Collateral Mortgage has been properly received by the appropriate public recording official to be filed, recorded or otherwise perfected in due course in accordance with applicable law in the appropriate jurisdiction. 118. There are no violations of any applicable federal or state law or regulation, including, without limitation, Fair Credit Reporting Act and Regulations, the Federal Truth-in-Lending Act and Regulation Z (including but not limited to Section 32), the Federal Equal Credit Opportunity Act and Regulation B, the Federal Real Estate Settlement Procedures Act and Regulations, the Federal Debt Collection Practices Act, the Home Mortgage Disclosure Act, and any federal or state usury laws and regulations. All disclosures required by law, federal, state or local, were properly made by the Seller prior to the closing of the improvements Loan. 9. The Seller holds a marked-up title policy or a title insurance binder or title certificate which were included for is in full force and effect; which has an insurance ?? it at least as great as the purpose of determining the appraised value outstanding principal balance of the real property securing Loan; which names the Seller, its successors and assigns as the insured party; and which is issued by a title insurer which has been approved by the Buyer in writing and is qualified to do business in the jurisdiction where the Subject Property is located. Said policy shall: (i) insure the absence of any lien of taxes and other assessments; (ii) disclose whether all taxes and other assessments due as of the date of the policy have been paid in full; and (iii) disclose all other matters to which like properties are commonly subject. If the Buyer purchases a Loan lie wholly within having relied on a marked-up title insurance binder or title certificate rather than a title insurance policy, the boundaries Seller shall have thirty (30) days to deliver to the Buyer the title insurance policy. 10. As of the Settlement Date the Seller has transferred to Buyer all of its right, title and building restriction lines interest in the Note(s), Mortgage(s) and Related Assets for each Loan purchased free and clear of such propertyany pledge, and no improvements on adjoining properties encroach upon the property unless any such improvements are stated liens, claims, encumbrances, Mortgages, charges, exceptions or security interests other than as is disclosed in the title insurance policy to each Loan, together with an individual flood insurance policy (to the extent required by the Flood Disaster Protection Act) and an individual ????? hazard insurance policy (including fire and extended coverage and other matters as are affirmatively insuredcustomary in the area of the Subject Property), or a blanket policy in lieu thereof, or a certificate if the Buyer agrees in writing to except a certificate, insuring the Subject Property, with a loss payable clause in favor of the Seller, its successors and assigns in an amount equal to the lower of: (a) the replacement value of the Subject Property, or (b) the unpaid principal balance of the Loan and the senior mortgage deed(s) of trust loan. 11. The Note and Mortgage contains customary, valid, legal and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Subject Property of the benefits of the security created thereby. 12. The proceeds of the Loan have been fully disbursed and any and all requirements as to completion of on-site and off-site improvements and disbursement of any escrow funds therefore have been complied with. 13. There are no mechanic's liens or similar liens or claims which have been filed for work, labor or material affecting the Subject Property which are or may be liens prior to or equal with the lien of the Mortgage and senior Mortgage(s). 14. The Subject Property is free of material damage and waste and is in good repair and there is no proceeding pending or threatened for the total or partial condemnation of the Subject Property, and the Subject Property is free and clear of all hazardous material. 15. All matured obligations pursuant to the Note and Mortgage have been paid or performed and the Seller has not waived any defaults, breach, violation or event of acceleration. 16. The Seller has no knowledge of any fact as to such Loan which it has failed to disclose which would materially and adversely affect the value or marketability of such Loans. 17. The Seller has no knowledge of any impediments to title that adversely affect the value, enjoyment or marketability of the Subject Property. 18. Where required by state law, the Seller has filed for record a request for notice of any action by a senior lienholder under a senior lien, and the Seller has notified any superior lienholder in writing of the existence of the Loan and requested notification of any action to be taken against the Borrower by the superior lienholder. The Seller shall, upon request of the Buyer, cooperate in recording a new request for action in favor of the Buyer and in providing superior lienholders with written requests for notification to the Buyer of action against the Borrower. 19. There is no default, breach, violation or event of acceleration existing under any senior Mortgage which, with notice, and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration. 20. Each Note and Mortgage contains a provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder. 21. All real estate appraisals made in the connection with each Loan shall have been performed in accordance with industry standards in the appraising industry in the area where the appraised property is located. Any variances ascertained pursuant to Article VI(G) of this Agreement greater than ten (10%) percent shall constitute conclusive evidence of a breach of this warranty. 22. To the best of Seller's knowledge no hazardous or toxic materials or wastes or products regulated by any law or ordinance or asbestos or asbestos products or materials or polychlorinated biphenyls or urea formaidehyde insulation have been used or employed in the construction, use or maintenance of the Subject Property or have ever been stored, treated at or disposed of on the Subject Property. 23. To the best of Seller's knowledge there has not occurred nor has any person or entity alleged that there has occurred, upon the Subject Property any spillage, leakage, discharge or release into the air, soil or groundwater of any hazardous material or regulated wastes. 24. The Seller has not, in connection with each Loan purchased by Buyer, taken any action which might result in a claim against the Buyer or an obligation by the Buyer to refund unearned finance charges, credit life insurance premiums or any other fees in respect to the transactions between Buyer and Seller as described in this Agreement. The Seller agrees to indemnify and hold the Buyer harmless from and against any claims, liabilities, damages or costs (including reasonable attorney fees) relating to any Borrower, insurer or other party who claims to be due a refund of finance charges or insurance premiums or any other fees in connection with transactions contemplated by this Agreement. 25. The Seller has not, in connection with each Loan purchased by Buyer, incurred any obligation, made any commitment or taken any action which might result in a claim against the Buyer or an obligation by the Buyer to pay a sales brokerage commission, finder's fee or similar fee in respect to the transactions between Buyer and Seller as described in this Agreement. The Seller agrees to indemnify and hold the Buyer harmless from and against any claims, liabilities, damages or costs (including reasonable attorney fees) relating to any broker, agent or finder or other person, who shall claim to have dealt on behalf of the Seller in connection with the transactions contemplated by this Agreement. 26. Seller agrees that for the time period of 36 months beginning from the applicable settlement date, not to take any action to solicit Borrowers individually in order to effect the refinancing of any Loans previously purchased by Buyer from Seller. In the event a Borrower elects to refinance with Seller a Loan purchased by Buyer from Seller, and such Loan is currently owned or serviced by Buyer or Buyer otherwise retains a financial interest in the Loan, Buyer will have the right of first refusal on the purchase of the refinancing.