Common use of Representations and Warranties of the Sponsor Clause in Contracts

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Owner Trustee that: (a) The Sponsor is a corporate instrumentality of the United States created pursuant to an Act of Congress on July 24, 1970 (Title III of the Emergency Home Finance Act of 1970, as amended, 12 U.S.C. §§1451- 1459), with full power and authority to conduct its business. (b) The Sponsor is duly qualified to do business, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business shall require such qualifications. (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Sponsor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Sponsor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the governing instrument of the Sponsor or any indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); or violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Sponsor to perform its obligations under this Agreement. (f) There are no proceedings or investigations pending or, to the best of the Sponsor’s knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would materially and adversely affect the performance by the Sponsor of its obligations under this Agreement. (g) The Sponsor shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Owner Trustee that: (a) The Sponsor is a corporate instrumentality of the United States created pursuant to an Act of Congress on July 24, 1970 (Title III of the Emergency Home Finance Act of 1970, as amended, 12 U.S.C. §§1451- 1451-1459), with full power and authority to conduct its business. (b) The Sponsor is duly qualified to do business, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business shall require such qualifications. (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Sponsor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Sponsor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the governing instrument of the Sponsor or any indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); or violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Sponsor to perform its obligations under this Agreement. (f) There are no proceedings or investigations pending or, to the best of the Sponsor’s knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would materially and adversely affect the performance by the Sponsor of its obligations under this Agreement. (g) The Sponsor shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Owner Trustee that: (a) The Sponsor is a corporate instrumentality of the United States created pursuant to an Act of Congress on July 24, 1970 (Title III of the Emergency Home Finance Act of 1970, as amended, 12 U.S.C. §§1451- 1459), with full power and authority to conduct its business. (b) The Sponsor is duly qualified to do business, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business shall require such qualifications. (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Sponsor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Sponsor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the governing instrument of the Sponsor or any indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); or violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Sponsor to perform its obligations under this Agreement. (f) There are no proceedings or investigations pending or, to the best of the Sponsor’s knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would materially and adversely affect the performance by the Sponsor of its obligations under this Agreement. (g) The Sponsor shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03. (h) The Sponsor hereby represents and warrants to the Owner Trustee that, as of the date hereof, the Trust qualifies for the exemption set forth in Section (c)(2)(xxii) of the Beneficial Ownership Information Reporting Rule found at 1010.380 in title 31 of the Code of Federal Regulations (the “Reporting Rule”) and therefore is not required to file reports of beneficial ownership information under the Reporting Rule. If the Trust were to no longer qualify for an exemption under Section (c)(2) of the Reporting Rule, the Sponsor covenants and agrees to take any action reasonably necessary for the Trust to comply with the Reporting Rule.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Owner Trustee that: (a) The Sponsor is duly organized and validly existing as a corporate instrumentality corporation in good standing under the laws of the United States created pursuant to an Act State of Congress on July 24, 1970 (Title III of the Emergency Home Finance Act of 1970, as amended, 12 U.S.C. §§1451- 1459)California, with full power and authority to own its properties and to conduct its businessbusiness as such properties are currently owned and such business is presently conducted. (b) The Sponsor is duly qualified to do business, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business shall require such qualifications. (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have has been duly authorized by the Sponsor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Sponsor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law. (ec) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the governing instrument articles of incorporation or by-laws of the Sponsor Sponsor, or any indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; or nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms terns of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Sponsor to perform its obligations under this Agreement. (fd) There are no proceedings or investigations pending or, to the best or notice of the Sponsor’s knowledge, threatened which has been received in writing before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties: (Ax) asserting the invalidity of this Agreement, (By) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (Cz) seeking any determination or ruling that would should reasonably be expected to materially and adversely affect the performance by the Sponsor of its obligations under under, or the validity or enforceability of, this Agreement. (e) The representations and warranties of the Sponsor in Article III of the Sale and Servicing Agreement are true and correct. (f) The Sponsor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles. (g) The Sponsor shall is not take in default with respect to any action order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the condition (afinancial or otherwise) that is inconsistent with the purposes or operations of the Trust set forth Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder. (h) The Sponsor will hold itself out to the public under its own name as a separate and distinct entity from the Issuing Entity and conduct its business so as not to mislead others as to the identity of the Issuing Entity. Without limiting the generality of the foregoing, to the extent that the Sponsor makes on behalf of the Issuing Entity, as administrator of the Issuing Entity, oral and written communications, including without limitation, all letters, invoices, contracts, statements and applications such oral and written communications will be made solely by the Sponsor, as administrator of the Issuing Entity, in Section 2.03the name of the Issuing Entity if they are made on behalf of the Issuing Entity.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Owner Trustee that: (a) The Sponsor is duly organized and validly existing as a corporate instrumentality corporation in good standing under the laws of the United States created pursuant to an Act State of Congress on July 24, 1970 (Title III of the Emergency Home Finance Act of 1970, as amended, 12 U.S.C. §§1451- 1459)California, with full power and authority to own its properties and to conduct its businessbusiness as such properties are currently owned and such business is presently conducted. (b) The Sponsor is duly qualified to do business, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business shall require such qualifications. (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have has been duly authorized by the Sponsor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation of the Sponsor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law. (ec) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the governing instrument articles of incorporation or by-laws of the Sponsor Sponsor, or any indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; or nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms terns of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Sponsor to perform its obligations under this Agreement. (fd) There are no proceedings or investigations pending or, to the best or notice of the Sponsor’s knowledge, threatened which has been received in writing before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties: (Ax) asserting the invalidity of this Agreement, (By) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (Cz) seeking any determination or ruling that would should reasonably be expected to materially and adversely affect the performance by the Sponsor of its obligations under under, or the validity or enforceability of, this Agreement. (e) The representations and warranties of the Sponsor in Article III of the Sale and Servicing Agreement are true and correct. (f) The Sponsor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles. (g) The Sponsor shall is not take in default with respect to any action order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the condition (afinancial or otherwise) or operations of the Sponsor or its properties or might have consequences that is inconsistent with would materially and adversely affect its performance hereunder. (h) The Sponsor will hold itself out to the purposes public under its own name as a separate and distinct entity from the Trust and conduct its business so as not to mislead others as to the identity of the Trust. Without limiting the generality of the foregoing, to the extent that the Sponsor makes on behalf of the Trust, as administrator of the Trust, oral and written communications, including without limitation, all letters, invoices, contracts, statements and applications such oral and written communications will be made solely by the Sponsor, as administrator of the Trust, in the name of the Trust set forth in Section 2.03if they are made on behalf of the Trust.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Owner Trustee thatInvestor as follows: (a) The Sponsor has been duly formed and is validly existing as a corporate instrumentality limited partnership under the laws of the United States created pursuant to an Act State of Congress on July 24, 1970 (Title III of the Emergency Home Finance Act of 1970, as amended, 12 U.S.C. §§1451- 1459), with full power and authority to conduct its business. (b) The Sponsor is duly qualified to do business, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business shall require such qualifications. (c) Delaware. The Sponsor has the full power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to carry out its terms; and consummate the execution, delivery and performance of this transactions contemplated hereby. (b) This Agreement have has been duly authorized executed and delivered by the Sponsor by all necessary corporate action. (d) This Agreement and is a legal, valid and binding obligation of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, subject to or except as the enforceability thereof may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or lawEnforceability Exceptions. (ec) The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement hereby and the fulfillment performance of the terms hereof do its obligations hereunder will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, violate the governing instrument organizational documents of the Sponsor or (ii) materially conflict with or result in any indenturematerial violation of or default under, any agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; , or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenturedecree, agreement or other instrument (other than the Basic Documents); or violate any law ororder, to the best of the Sponsor’s knowledge, any orderstatute, rule or regulation applicable to the Sponsor. (d) The Sponsor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over shall take all action necessary to authorize and effect the Sponsor or its properties; which breachForfeiture, default, conflict, lien or violation in any case would have a material adverse and shall effect on the ability Sponsor Forfeiture not later than the date of the closing of the IPO. The number of Founder Shares forfeited and delivered to the SPAC pursuant to the Sponsor Forfeiture shall be sufficient to perform its obligations under this Agreementpermit the sale and delivery by the SPAC of the Purchased Shares as contemplated hereby. (e) The Sponsor has complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws, and the Anti-Money Laundering Laws. (f) There are no proceedings or investigations pending orThe Sponsor has not, to the best of the Sponsor’s knowledgeand agrees that it shall not, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of in connection with the transactions contemplated by this Agreement Agreement, or in connection with any other business transactions involving Investor or its subsidiaries, make any payment, transfer anything of value, or offer anything of value, directly or indirectly: (i) to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or (Cii) seeking to any determination other person or ruling that entity if such payments or transfers would materially and adversely affect violate the performance by the Sponsor of its obligations under this Agreement. (g) The Sponsor shall not take any action (a) that is inconsistent with the purposes laws of the Trust set forth country in Section 2.03which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or the laws of any other applicable country.

Representations and Warranties of the Sponsor. The Sponsor hereby represents represents, warrants and warrants covenants to the Owner Trustee Trustee, the Servicer, the Certificate Insurer and to the Holders as of the Startup Day that: (a) The Sponsor is a corporate instrumentality corporation duly organized, validly existing and in good standing under the laws of the United States created pursuant to an Act State of Congress on July 24Delaware and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, 1970 (Title III of or the Emergency Home Finance Act of 1970, as amended, 12 U.S.C. §§1451- 1459), with full properties owned or leased by it make such qualification necessary. The Sponsor has all requisite corporate power and authority to conduct own and operate its businessproperties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The Sponsor is duly qualified to do business, execution and shall have obtained all necessary licenses and approvals in all jurisdictions in which the conduct delivery of its business shall require such qualifications. (c) The Sponsor has the power and authority to execute and deliver this Agreement and the other Operative Documents to carry out which the Sponsor is a party by the Sponsor and its terms; performance and compliance with the execution, delivery and performance terms of this Agreement and of the other Operative Documents to which it is a party have been duly authorized by the Sponsor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligation action on the part of the Sponsor and will not violate the Sponsor, enforceable in accordance with its terms, subject to 's Certificate of Incorporation or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, Bylaws or constitute a default (or an event that, with or without notice or lapse of time, or both, would constitute a default) a default under, or result in the governing instrument of the Sponsor or breach of, any indenturematerial contract, agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); or violate any law or, to the best of the Sponsor’s knowledge, statute or any order, rule or regulation applicable to the Sponsor of any court or of any federal or state regulatory bodycourt, administrative governmental agency or body or other governmental instrumentality tribunal having jurisdiction over the Sponsor or any of its properties; . (c) This Agreement and the other Operative Documents to which breachthe Sponsor is a party, defaultassuming due authorization, conflictexecution and delivery by the other parties hereto and thereto, lien each constitutes a valid, legal and binding obligation of the Sponsor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or violation other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Sponsor is not in default with respect to any case order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that might have consequences that would have a material adverse effect on materially and adversely affect the ability condition (financial or other) or operations of the Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to perform its obligations under this Agreementwhich it is a party. (fe) There are no proceedings or investigations No litigation is pending or, to the best of the Sponsor’s 's knowledge, threatened before against the Sponsor that might have consequences that would prohibit its entering into this Agreement or any courtother Operative Document to which it is a party, regulatory bodyor issuing the Certificates, administrative agency or that would materially and adversely affect the condition (financial or otherwise) or operations of the Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which it is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Sponsor contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement that describe the Sponsor or matters or activities for which the Sponsor is responsible in accordance with the Operative Documents or that are attributed to the Sponsor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Sponsor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Sponsor not misleading. To the best of the Sponsor's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading. (h) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other tribunal governmental authority or governmental instrumentality agency (Aother than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Sponsor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Sponsor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) asserting and either the invalidity of this Agreementtime within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, (B) seeking and are adequate to prevent authorize the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would materially and adversely affect the other Operative Documents on the part of the Sponsor and the performance by the Sponsor of its obligations under this AgreementAgreement and such of the other Operative Documents to which it is a party. (gi) The transactions contemplated by this Agreement and the Other Operative Documents to which the Sponsor is a party are in the ordinary course of business of the Sponsor. (j) The Sponsor shall not take any action (a) that is inconsistent with received fair consideration and reasonably equivalent value in exchange for the purposes sale of the interests in the Mortgage Loans evidenced by the Certificates. (k) The Sponsor did not sell any interest in any Mortgage Loan evidenced by the Certificates with any intent to hinder, delay or defraud any of its respective creditors. (l) The Sponsor is solvent and the Sponsor will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Trust or the sale of the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall survive delivery of the Mortgage Loans to the Trustee. Upon discovery by any of the Servicer, the Sponsor, the Certificate Insurer or the Trustee of a breach of any of the representations and warranties set forth in Section 2.03.3.1 that materially and adversely affects the interests of the Holders or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 30 days of its discovery or its receipt of notice of breach the Sponsor shall cure such breach in all material respects; provided, however, that if the Sponsor can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer and with notice to each of Xxxxx'x and S&P.