Common use of Representations, Warranties and Covenants of the Custodian Clause in Contracts

Representations, Warranties and Covenants of the Custodian. The Custodian hereby represents and warrants to, and covenants with, the Sellers and the Participant that, as of the date hereof and at all times while Custodian is performing services under this Agreement: (a) The Custodian is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and fully satisfies the requirements for acting as a GNMA custodian, a FNMA custodian and a FHLMC custodian, and (b) The Custodian has the full power and authority to hold each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by, this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or law. (c) Neither the execution and delivery by the Custodian of this Agreement, nor the consummation by the Custodian of any of the transactions contemplated hereby, nor the fulfillment by the Custodian of the terms hereof, will conflict with, or violate, result in a material breach of or constitute a material default (with or without notice or lapse of time, or both) under any term or provision of the Certificate of Incorporation, By-laws or similar governing document of the Custodian or any governmental rule applicable to the Custodian.

Representations, Warranties and Covenants of the Custodian. The Custodian hereby represents and warrants to, and covenants with, the Sellers Seller and the Participant that, as of the date hereof and at all times while Custodian is performing services under this Agreement: (a) The Custodian is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation and fully satisfies the requirements for acting as a GNMA custodian, a FNMA custodian and a FHLMC custodian, and (b) The Custodian has the full power and authority to hold each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by, this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or lawterms. (c) Neither the execution and delivery by the Custodian of this Agreement, nor the consummation by the Custodian of any of the transactions contemplated hereby, nor the fulfillment by the Custodian of the terms hereof, will conflict with, or violate, result in a material breach of or constitute a material default (with or without notice or lapse of time, or both) under (i) any term or provision of the Certificate of Incorporation, Incorporation or By-laws or similar governing document of the Custodian or any governmental rule applicable to the Custodian or (ii) any term or provision of any indenture or other agreement or instrument, to which the Custodian is a party or by which the Custodian or any material portion of its properties are bound. No governmental action is required by or with respect to the Custodian in connection with the execution and delivery of this Agreement by the Custodian or the consummation by the Custodian of the transactions contemplated hereby. (d) As of the date hereof, with respect to the Original Custodial Agreement, no default has occurred and is continuing with respect to the Custodian.

Representations, Warranties and Covenants of the Custodian. The Custodian hereby represents and warrants to, and covenants with, the Sellers Seller and the Participant that, as of the date hereof and at all times while Custodian is performing services under this Agreement: (a) The Custodian is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and fully satisfies the requirements for acting as a GNMA custodian, a FNMA custodian and a FHLMC custodian, and (b) The Custodian has the full power and authority to hold each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by, this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or lawterms. (c) Neither the execution and delivery by the Custodian of this Agreement, nor the consummation by the Custodian of any of the transactions contemplated hereby, nor the fulfillment by the Custodian of the terms hereof, will conflict with, or violate, result in a material breach of or constitute a material default (with or without notice or lapse of time, or both) under (i) any term or provision of the Certificate of Incorporation, By-laws or similar other governing document documents of the Custodian or any governmental rule applicable to the CustodianCustodian or (ii) any term or provision of any indenture or other agreement or instrument, to which the Custodian is a party or by which the Custodian or any material portion of its properties are bound. No governmental action is required by or with respect to the Custodian in connection with the execution and delivery of this Agreement by the Custodian or the consummation by the Custodian of the transactions contemplated hereby.

Representations, Warranties and Covenants of the Custodian. (a) The Custodian hereby represents and warrants to, and covenants withwith the Agent, for the Sellers benefit of the Lender, and the Participant that, Borrower that as of the date hereof and at all times while Custodian is performing services under this Agreementas of each Borrowing Date: (ai) The Custodian is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction United States of its organization and fully satisfies the requirements for acting as a GNMA custodian, a FNMA custodian and a FHLMC custodian, andAmerica; (bii) The Custodian has the full power and authority to hold each Mortgage Loan Contract and each other item in any Receivable File on behalf of the Borrower and the Agent, for the benefit of the Lender, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated byby this Agreement and the RLSA, this Agreement, and has duly authorized the execution, delivery and performance of this Agreement and the RLSA, has duly executed and delivered this AgreementAgreement and the RLSA, and this Agreement constitutes a and the RLSA constitute the legal, valid and binding obligation obligations of the Custodian, enforceable against it in accordance with its terms terms, except as the enforcement thereof of such terms may be limited by applicable receivershipbankruptcy, conservatorship insolvency or similar debtor relief laws affecting the enforcement of creditors' rights generally and except that certain by the availability of equitable remedies may not be available regardless of whether enforcement is sought in equity or law.remedies; (ciii) Neither None of the execution and delivery of this Agreement, the RLSA, the receipt of Receivable Files by the Custodian, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and/or the RLSA will conflict with or result in a breach of any of the terms, conditions or provisions of the Custodian's charter or bylaws or any agreement or instrument to which the Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation order, judgment or decree to which the Custodian or its property is subject; (iv) There is no litigation pending or, to the Custodian's knowledge, after due inquiry, threatened, which if determined adversely to the Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of the Custodian thereunder, or which would have a material adverse effect on the financial condition of the Custodian; (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of this Agreement, nor the consummation or compliance by the Custodian of any with this Agreement or the consummation of the transactions contemplated herebyhereby or thereby; (vi) Upon written request of the Agent, nor the fulfillment Custodian shall take such reasonable steps as requested by the Agent to protect or maintain any interest in any Pledged Receivable; and (vii) The Custodian has not been notified by any party that any third party claims an interest in the Pledged Receivables or is requesting the Custodian to act as a bailee with respect to the Receivable Files, except such interests as are created under the RLSA. (b) The Custodian covenants and warrants to the Agent, the Lender and the Borrower that as of the terms hereofinitial Borrowing Date: (i) it holds no adverse interest, will conflict withby way of security or otherwise, in any Pledged Receivable or violate, result in a material breach Receivable File; and (ii) the execution of or constitute a material default (with or without notice or lapse of time, or both) under any term or provision this Agreement and the creation of the Certificate custodial relationship hereunder does not create any interest, by way of Incorporationsecurity or otherwise, By-laws or similar governing document of the Custodian in or to any governmental rule applicable to Pledged Receivable or Receivable File, other than the Custodian's rights as custodian and bailee hereunder.