Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. The Administrator represents and warrants to, and covenants with, the Participant, the Issuer, the Servicer and the Trustee that: (a) The Administrator is and at all pertinent times in the future in connection with each Program in which it acts as Administrator will be a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified and in good standing to transact business in the State, and possesses and will possess all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by this Agreement and the Program Administration Agreement (the “Administration Program Documents”) and to execute, deliver and comply with its obligations under the terms of the Administration Program Documents. The acceptance of the duties of Administrator hereunder and performance of the Administration Program Documents by the Administrator have been duly authorized by all necessary corporate action. (b) The execution and delivery of the related Invitation and Administration Program Documents by the Administrator in the manner contemplated herein, and the acceptance of its duties hereunder from time to time with respect to a Program, and the performance and compliance with the terms hereof by it will not now or then violate (i) its certificate of incorporation or bylaws, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this Agreement applicable to the Administrator, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Administrator is a party or which may be applicable to it or any of its assets. (c) The execution and delivery of the related Invitation and this Agreement by the Administrator in the manner contemplated herein and the acceptance of its duties hereunder from time to time with respect to a Program, and the performance and compliance with the terms hereof by it do not now and will not then require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained. (d) The related Invitation and this Agreement, and all documents and instruments contemplated hereby, which are executed and delivered by the Administrator, when duly executed and delivered by the other parties hereto and thereto, will constitute valid, legal and binding obligations of the Administrator, enforceable against the Administrator in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (e) With respect to its duties hereunder, the Administrator will comply with the applicable non-discrimination provisions of the Civil Rights Act of 1964, and the regulations promulgated thereunder, Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965 and any other Presidential Executive Orders applicable to the Program as a recipient of federal financial assistance and the Fair Housing Amendments Act of 1988. (f) From time to time, the Administrator will report to the Issuer, the Servicer and to the Trustee, if any, as more fully set forth in this Agreement, information relating to the Mortgage Loans, and will do every act and thing which may be necessary or reasonably required to perform its duties under this Agreement. (g) The Administrator agrees that so long as it shall continue to serve in the capacity contemplated under the terms of this Agreement, it will remain in good standing under the laws governing its organization and qualified under the laws of the State to do business in the State, and will possess all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by the Administration Program Documents and to execute, deliver and comply with its obligations under the terms of the Administration Program Documents. The execution, delivery and performance of the Administration Program Documents by the Administrator in connection with each Program have been and will have been duly authorized by all necessary corporate action. The Administrator agrees that so long as it shall continue to serve in the capacity contemplated under the terms of this Agreement, it will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, however, that the Administrator may, without violating the covenant contained in this subsection, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall have a net worth acceptable to the Issuer, shall be qualified under the laws of the State to do business in the State, shall be qualified under the laws and have all necessary approvals required of the Administrator evidenced to the satisfaction of the Issuer to perform the Administrator’s duties under this Agreement, and shall assume in writing or by operation of law all of the obligations of the Administrator under this Agreement and the Program Administration Agreement, in which event the Issuer shall release the Administrator in writing, concurrently with and contingent upon such assumption, from all obligations to the Issuer so assumed. (h) No information or statement furnished in writing or report required hereunder delivered to the Issuer, the Servicer or the Trustee will, to the knowledge of the Administrator, contain any untrue statement of a material fact or omit a material fact necessary to make the information, statements or report not misleading. (i) Neither the Administrator nor any “related person” as defined in Section 144(a)(3) of the Code shall acquire, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of Mortgage Loans to be acquired by the Servicer under any Program. (j) The Administrator and its officers, directors and principal shareholders are not now and will not be so long as it acts as a Administrator of any Program, affiliated with the Trustee of any such Program, or with the Issuer, or, to the knowledge of the Administrator, any Participant in such Program or any of their respective affiliates (unless it has obtained the written consent of the Issuer). (k) In connection with any third party request for information pursuant to the Florida Public Records Act, Chapter 119, Florida Statutes (“FPRA”), the Administrator agrees to comply with the provisions of the FPRA which exempt from disclosure certain personal information provided by applicants for Mortgage Loans under each Program. Information to be kept confidential and exempt from disclosure includes the applicant(s) social security numbers, bank account numbers, debit, charge and credit card numbers, medical history and information relating to health or property insurance.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents and warrants to, and covenants with, the Participant, the Issuer, the Servicer and the Trustee that: (a) The Administrator is and at all pertinent times in the future in connection with each Program in which it acts as Administrator will be a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified and in good standing to transact business in the State, and possesses and will possess all requisite authority, has full power, licenses, permits right and franchises authority to conduct any execute and all business deliver this Agreement and to consummate the transactions contemplated by hereby; the execution and delivery of this Agreement and the Program Administration Agreement (the “Administration Program Documents”) and to execute, deliver and comply with its obligations under the terms consummation of the Administration Program Documents. The acceptance of the duties of Administrator hereunder and performance of the Administration Program Documents by the Administrator transactions contemplated hereby have been duly authorized and validly approved by all requisite action on its part, and no other proceedings on its part are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms. (b) The execution it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets. (c) it is not in default under any statutory obligations whatsoever (including the payment of any tax) which materially and adversely affects, or is likely to materially and adversely affect, its business or financial condition. (d) the execution, delivery and performance of this Agreement and the consummation of the related Invitation and Administration Program Documents by the Administrator in the manner transactions herein contemplated herein, and the acceptance of its duties hereunder from time to time with respect to a Program, and the performance and compliance with the terms hereof by it do not and will not now conflict with or then violate (i) its certificate of incorporation or bylaws, or (ii) any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability result in a breach of any of the terms of this Agreement applicable to the Administratoror provisions of, and will not or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in under the material breach of, any material contract, agreement constitutional documents or other instrument to which the Administrator is a party or which may be applicable to it or any of its assets. (c) The execution and delivery of the related Invitation and this Agreement by the Administrator in the manner contemplated herein and the acceptance of its duties hereunder from time to time with respect to a Program, and the performance and compliance with the terms hereof by it do not now and will not then require the consent or approval of any governmental authority, or if such consent or approval is required, it has been obtained. (d) The related Invitation and this Agreement, and all documents and instruments contemplated hereby, which are executed and delivered by the Administrator, when duly executed and delivered by the other parties hereto and thereto, will constitute valid, legal and binding obligations of the Administrator, enforceable against the Administrator in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws. (e) With respect to its duties hereunder, the Administrator will comply with the applicable non-discrimination provisions of the Civil Rights Act of 1964, and the regulations promulgated thereunder, Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965 and any other Presidential Executive Orders applicable to the Program as a recipient of federal financial assistance and the Fair Housing Amendments Act of 1988. (f) From time to time, the Administrator will report to the Issuer, the Servicer and to the Trustee, if any, as more fully set forth in this Agreement, information relating to the Mortgage Loans, and will do every act and thing which may be necessary or reasonably required to perform its duties under this Agreement. (g) The Administrator agrees that so long as it shall continue to serve in the capacity contemplated under the terms of this Agreement, it will remain in good standing under the laws governing its organization and qualified under the laws of the State to do business in the State, and will possess all requisite authority, power, licenses, permits and franchises to conduct any and all business contemplated by the Administration Program Documents and to execute, deliver and comply with its obligations under the terms of the Administration Program Documents. The execution, delivery and performance of the Administration Program Documents by the Administrator in connection with each Program have been and will have been duly authorized by all necessary corporate action. The Administrator agrees that so long as it shall continue to serve in the capacity contemplated under the terms of this Agreement, it will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, however, that the Administrator may, without violating the covenant contained in this subsection, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee entity, as the case may be, shall have a net worth acceptable to the Issuer, shall be qualified under the laws of the State to do business in the State, shall be qualified under the laws and have all necessary approvals required of the Administrator evidenced to the satisfaction of the Issuer to perform the Administrator’s duties under this Agreement, and shall assume in writing or by operation of law all of the obligations of the Administrator under this Agreement and the Program Administration Agreement, in which event the Issuer shall release the Administrator in writing, concurrently with and contingent upon such assumption, from all obligations to the Issuer so assumed. (h) No information or statement furnished in writing or report required hereunder delivered to the Issuer, the Servicer or the Trustee will, to the knowledge of the Administrator, contain any untrue statement of a material fact or omit a material fact necessary to make the information, statements or report not misleading. (i) Neither the Administrator nor any “related person” as defined in Section 144(a)(3) of the Code shall acquire, pursuant to an arrangement, formal or informal, Bonds in an amount related to the amount of Mortgage Loans to be acquired by the Servicer under any Program. (j) The Administrator and its officers, directors and principal shareholders are not now and will not be so long as it acts as a Administrator of any Program, affiliated with the Trustee of any such Program, or with the Issuer, or, to the knowledge constitutive powers of the Administrator, any Participant in such Program existing applicable law or rule or regulation or any judgment, order or decree of their respective affiliates any court of competent jurisdiction applicable to or binding on the Administrator; (unless e) it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations as pertain to the written consent Administrator’s provision of the Issuer)Services; (f) it has not relied on any oral representation made by the Fund (other than the representations contained in this Agreement) or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of the Administrator; and (g) to the best of its knowledge, information and belief having regard to any requests made to it by the Fund and to the duties and responsibilities of the Administrator hereunder full disclosure has been made to the Fund prior to the date hereof of all facts in relation to the Administrator and its business affairs as are material and ought properly to be made known to any person proposing to enter into this Agreement with the Administrator. 4.02 The Administrator covenants and agrees that: (ka) In connection it will observe and comply with any third party request for information pursuant all laws, regulations, applicable to the Florida Public Records Act, Chapter 119, Florida Statutes (“FPRA”), Administrator in the Administrator agrees to comply with the provisions performance of the FPRA which exempt from disclosure certain personal information provided by applicants for Mortgage Loans under each Program. Information Services hereunder; (b) it will promptly notify the Fund in the event of any changes to be kept confidential the representations and exempt from disclosure includes the applicant(s) social security numbers, bank account numbers, debit, charge and credit card numbers, medical history and information relating to health or property insurancewarranties made hereunder.