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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. The Originator hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that: (i) The Originator is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and Servicing Agreement; (ii) The Originator had the full corporate power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Originator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Purchaser, constitutes a legal, valid and binding obligation of the Originator, enforceable against the Originator in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Originator, the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Originator and will not (A) result in a breach of any term or provision of the charter or by-laws of the Originator or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Originator is a party or by which it may be bound, or any statute, order or regulation applicable to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Originator's knowledge, would in the future materially and adversely affect, (x) the ability of the Originator to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Originator taken as a whole; (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of, or compliance by the Originator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Originator has obtained the same; (v) The Originator is an approved originator/servicer for Fannie Mae or Freddie Mxx xx gxxx staxxxxx xnd is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act; and (vi) Except as otherwise disclosed in the Prospectus Supplement, no litigation is pending against the Originator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Originator to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. The Originator hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that: (i) The Originator is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and Servicing Agreement; (ii) The Originator had the full corporate power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Originator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Purchaser, constitutes a legal, valid and binding obligation of the Originator, enforceable against the Originator in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Originator, the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Originator and will not (A) result in a breach of any term or provision of the charter or by-laws of the Originator or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Originator is a party or by which it may be bound, or any statute, order or regulation applicable to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Originator's knowledge, would in the future materially and adversely affect, (x) the ability of the Originator to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Originator taken as a whole; (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of, or compliance by the Originator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Originator has obtained the same; (v) The Originator is an approved originator/servicer for Fannie Mae Xxxxxx Xxx or Freddie Mxx xx gxxx staxxxxx xnd Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act; and (vi) Except as otherwise disclosed in the Prospectus Supplement, no litigation is pending against the Originator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Originator to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. The Originator hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that: (i) The Originator is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and Servicing Agreement; (ii) The Originator had the full corporate power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Originator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Purchaser, constitutes a legal, valid and binding obligation of the Originator, enforceable against the Originator in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Originator, the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Originator and will not (A) result in a breach of any term or provision of the charter or by-laws of the Originator or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Originator is a party or by which it may be bound, or any statute, order or regulation applicable to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Originator's knowledge, would in the future materially and adversely affect, (x) the ability of the Originator to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Originator taken as a whole; (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of, or compliance by the Originator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Originator has obtained the same; (v) The Originator is an approved originatorOriginator/servicer for Fannie Mae or Freddie Mxx xx gxxx staxxxxx xnd is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act; and (vi) Except as otherwise disclosed in the Prospectus Supplement, no litigation is pending against the Originator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Originator to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. The Originator hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that: (i) The Originator is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and Servicing Agreement; (ii) The Originator had the full corporate power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Originator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Purchaser, constitutes a legal, valid and binding obligation of the Originator, enforceable against the Originator in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Originator, the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Originator and will not (A) result in a breach of any term or provision of the charter or by-laws of the Originator or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Originator is a party or by which it may be bound, or any statute, order or regulation applicable to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Originator's knowledge, would in the future materially and adversely affect, (x) the ability of the Originator to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Originator taken as a whole; (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of, or compliance by the Originator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Originator has obtained the same; (v) The Originator is an approved originator/servicer for Fannie Mae or Freddie Mxx xx gxxx staxxxxx xnd is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act; and (vi) Except as otherwise disclosed in the Prospectus Supplement, no litigation is pending against the Originator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Originator to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. The Originator hereby represents and warrants to the Purchaser, as of Purchaser with respect to the date hereof and Mortgage Loans as of the Closing Date, and covenants, thatDate or as of such date specifically provided herein: (i) The Originator is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and Servicing Agreement; (ii) The Originator had the full corporate power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Originator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Purchaser, constitutes a legal, valid and binding obligation of the Originator, enforceable against the Originator in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Originator, the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Originator and will not (A) result in a breach of any term or provision of the charter or by-laws of the Originator or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Originator is a party or by which it may be bound, or any statute, order or regulation applicable to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Originator's knowledge, would in the future materially and adversely affect, (x) the ability of the Originator to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Originator taken as a whole; (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of, or compliance by the Originator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Originator has obtained the same; (v) The Originator is an approved originator/servicer for Fannie Mae or Freddie Mxx xx gxxx staxxxxx xnd is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act; and (vi) Except as otherwise disclosed in the Prospectus Supplement, no litigation is pending against the Originator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Originator to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. The Originator hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that: (i) The Originator is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and Servicing Agreement; (ii) The Originator had the full corporate power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Originator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Purchaser, constitutes a legal, valid and binding obligation of the Originator, enforceable against the Originator in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Originator, the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Originator and will not (A) result in a breach of any term or provision of the charter or by-laws of the Originator or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Originator is a party or by which it may be bound, or any statute, order or regulation applicable to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Originator's knowledge, would in the future materially and adversely affect, (x) the ability of the Originator to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Originator taken as a whole; (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of, or compliance by the Originator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Originator has obtained the same; (v) The Originator is an approved originatorOriginator/servicer for Fannie Mae Xxxxxx Xxx or Freddie Mxx xx gxxx staxxxxx xnd Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act; and (vi) Except as otherwise disclosed in the Prospectus Supplement, no litigation is pending against the Originator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Originator to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. The Originator hereby represents and warrants to the Purchaser, as of other parties hereto and the date hereof and Lenders that as of the Closing Date and as of each Transfer Date, and covenants, that: (ia) The Originator is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware and its organization, is duly authorized qualified, in good standing and qualified licensed to transact any and all carry on its business contemplated by this Agreement in each state where the conduct of its business requires it to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan so qualified and to service the Mortgage Loans in accordance with the terms of the Pooling licensed and Servicing Agreement; (ii) The Originator had the full has corporate power and authority to originateown its property, hold and sell each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, carry on its business as currently conducted and to enter into and perform its obligations under each Loan Document to which it is a party; (b) The execution and delivery by the Originator of each Loan Document to which it is a party and its performance of and compliance with the terms thereof will not violate the Originator’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Originator is a party or which may be applicable to the Originator or any of its assets; (c) The Originator has the full power and authority to enter into and consummate the all transactions contemplated by this Agreement and the Loan Documents to be consummated by it, has duly authorized by all necessary corporate action on the part of the Originator the execution, delivery and performance of this Agreementeach Loan Document to which it is a party and has duly executed and delivered each Loan Document to which it is a party; and this Agreement, assuming the due authorization, execution and delivery thereof by the Purchaser, each Loan Document to which it is a party constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms hereof, except to the extent that (a) the enforceability thereof as such enforcement may be limited by bankruptcy, insolvency, moratoriumreorganization, receivership and receivership, moratorium or other similar laws relating to creditors' or affecting the rights generally of creditors generally, and by general equity principles (b) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any whether such enforcement is considered in a proceeding therefor may be broughtin equity or at law); (iiid) The Originator is not in violation of, and the execution and delivery of this Agreement each Loan Document to which it is a party by the Originator, the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions herein contemplated, its performance and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Originator and will not (A) result in a breach of any term or provision of the charter or by-laws of the Originator or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument each Loan Document to which the Originator it is a party will not constitute a violation with respect to, any order or by which it may be bound, decree of any court or any statute, order or regulation applicable to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its business, which violation would materially and adversely affect the financial condition, business or operations of the Originator or its properties or materially and adversely affect the performance of its duties under any Loan Document to which it is a party; (e) There are no actions or proceedings against, or investigations of, the Originator currently pending with regard to which the Originator has received service of process, and no action or proceeding against, or investigation of, the Originator is, to the Originator’s knowledge, threatened or otherwise pending before any court, regulatory body, administrative agency or governmental body having jurisdiction over itother tribunal that (A) would prohibit its entering into any Loan Document to which it is a party or render its obligations thereunder invalid, (B) seeks to prevent the consummation of any of the transactions contemplated by any Loan Document to which it is a party or (C) would prohibit or materially and adversely affects or, affect the sale or contribution of the Purchased Assets to the Originator's knowledgeBuyer, would in the future materially and adversely affect, (x) the ability of performance by the Originator of its obligations under, or the validity or enforceability of, any Loan Document to perform which it is a party (including, without limitation) its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Originator taken as a wholeSection 3.05; (ivf) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of, or compliance by the Originator with, this Agreement any Loan Document to which it is a party, (2) the sale or contribution of the Purchased Assets to the Buyer, or (3) the consummation of the transactions contemplated herebyrequired of it by any Loan Document to which it is a party, except such as shall have been obtained before such date, other than the filing or if any such consentrecording of financing statements, approval, authorization or order is requiredinstruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Buyer; (g) Immediately prior to the sale of the Purchased Assets to the Buyer, the Originator has obtained had good and valid title to the samePurchased Assets sold by it on such date free and clear of all Liens other than Permitted Liens; (vh) The Originator is an approved originator/servicer for Fannie Mae or Freddie Mxx xx gxxx staxxxxx xnd Solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations under each Loan Document to which it is a HUD approved mortgagee party; it will not be rendered insolvent by the execution and delivery of this Agreement or by the performance of its obligations under each Loan Document to which it is a party; no petition of bankruptcy (or similar Bankruptcy Proceeding) has been filed by or against the Originator prior to the date hereof; (i) The Originator has transferred the Purchased Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the Purchased Assets sold and contributed by it on each Transfer Date to the Buyer; (k) The Originator has not dealt with any broker or agent or other Person who might be entitled to a fee, commission or compensation in connection with the transaction contemplated by this Agreement; (l) The Originator’s principal place of business and chief executive offices are located at 300 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000, or at such other address as shall be designated by such party in a prior written notice to the other parties hereto; (m) The Originator acknowledges and agrees that the Servicing Fee represents reasonable compensation for the performance of the servicing duties hereunder and that the entire Servicing Fee shall be treated by the Originator, for accounting purposes, as compensation for the servicing and administration of the Transferred Notes Receivable pursuant to Section 203 and Section 211 of the National Housing Actthis Agreement; and (vin) Except The Originator is in compliance with the financial covenants applicable to it set forth in Section 7.16(b) of the Loan Agreement as otherwise disclosed of each date of measurement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the Prospectus Supplementrespective Required Asset Documents to the Collateral Custodian as the agent of the Agent, no litigation is pending against and shall inure to the Originator benefit of the Agent, the Lenders, the Servicer, and the Buyer. Upon discovery by the Originator, the Servicer, the Buyer, or the Agent of a breach of any of the foregoing representations and warranties that would materially and adversely affects the value of any item of Collateral or the interests of the Lender Group in any item of Collateral, the party discovering such breach shall give prompt written notice to the other parties. The fact that Agent or any Lender has conducted or has failed to conduct any partial or complete due diligence investigation of the Note Receivable Documents shall not affect any rights of the execution, delivery or enforceability of Lender Group under this Agreement or the ability of the Originator to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereofLoan Document.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. The Originator hereby represents and warrants to the Purchaser, as of Purchaser with respect to the date hereof and Initial Mortgage Loans as of the Closing Date, Date and covenants, thatwith respect to the Subsequent Mortgage Loans as of the respective Subsequent Transfer Date or as of such date specifically provided herein: (i) The Originator is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and Servicing Agreement; (ii) The Originator had the full corporate power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Originator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Purchaser, constitutes a legal, valid and binding obligation of the Originator, enforceable against the Originator in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Originator, the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Originator and will not (A) result in a breach of any term or provision of the charter or by-laws of the Originator or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Originator is a party or by which it may be bound, or any statute, order or regulation applicable to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Originator's knowledge, would in the future materially and adversely affect, (x) the ability of the Originator to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Originator taken as a whole; (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of, or compliance by the Originator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Originator has obtained the same; (v) The Originator is an approved originator/servicer for Fannie Mae or Freddie Mxx xx gxxx staxxxxx xnd is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act; and (vi) Except as otherwise disclosed in the Prospectus Supplement, no litigation is pending against the Originator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Originator to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. (a) The Originator hereby represents makes the representations and warrants warranties set forth in Schedule II hereto, and by this reference incorporated herein, to the PurchaserDepositor, as of the date hereof Trust Administrator and the Trustee, as of the Closing Date, and covenantsor if so specified therein, that:as of the Cut-off Date. (ib) The Originator is a corporation duly organizedhereby makes the representations and warranties set forth in Schedule III hereto with respect to the Mortgage Loans, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such Statereference incorporated herein, to the extent necessary to ensure its ability to enforce each Mortgage Loan Depositor, the Trust Administrator and to service the Mortgage Loans in accordance with the terms Trustee, as of September 10, 2001, or if so specified therein, as of the Pooling and Servicing Agreement;Cut-off Date. (iic) The Originator had Upon discovery by any of the full corporate power parties hereto of a breach of a representation or warranty made pursuant to Section 2.03(a) or 2.03(b) that materially and authority to originate, hold and sell each Mortgage Loan and has adversely affects the full corporate power and authority to service each interests of the Certificateholders in any Mortgage Loan, and the party discovering such breach shall give prompt notice thereof to execute, deliver and perform, and the other parties. A breach which causes a Mortgage Loan not to enter into and consummate constitute a "qualified mortgage" within the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part meaning of Section 860G(a)(3) of the Originator Code, will be deemed automatically to materially and adversely affect the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Purchaser, constitutes a legal, valid and binding obligation interests of the Originator, enforceable against the Certificateholders in such Mortgage Loan. The Originator in accordance with its terms, except to the extent hereby covenants that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion within 90 days of the court before which earlier of its discovery or its receipt of written notice from any proceeding therefor may be brought; (iii) The execution and delivery party of this Agreement by the Originator, the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Originator and will not (A) result in a breach of any term representation or provision of the charter warranty made pursuant to Section 2.03(a) or by-laws of the Originator or (B2.03(b) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Originator is a party or by which it may be bound, or any statute, order or regulation applicable to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects orthe interests of the Certificateholders in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such 90 day period expires within 120 days of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place an Eligible Substitute Mortgage Loan or Loans, in the manner and subject to the conditions set forth in this Section, provided that any such substitution shall be effected no later than 120 days after the Closing Date; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trust Administrator of a Request for Release substantially in the form of Exhibit L and the Mortgage File for any such Eligible Substitute Mortgage Loan. The Originator shall promptly reimburse the Servicer, the Trust Administrator and the Trustee for any expenses reasonably incurred by the Servicer, the Trust Administrator or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of the Originator's knowledge, would in if it is discovered by any of the future Depositor, the Originator, the Trustee or the Trust Administrator that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affectaffects the value of the related Mortgage Loan or the interests of the Certificateholders therein, notwithstanding the Originator's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Eligible Substitute Mortgage Loan or Loans, the Originator shall deliver to the Trust Administrator on behalf of the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Originator on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter the Originator shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee and the Trust Administrator. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Originator shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trust Administrator shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Originator and shall execute and deliver at the Originator's direction such instruments of transfer or assignment prepared by the Originator, in each case without recourse, as shall be necessary to vest title in the Originator, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. For any month in which the Originator substitutes one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (xif any) by which the ability aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate Scheduled Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be deposited in the Collection Account by the Originator on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In the event that the Originator shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Originator became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Trust Administrator shall release the related Mortgage File held for the benefit of the Certificateholders to such Person, and the Trust Administrator shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trust Administrator. It is understood and agreed that the obligation under this Agreement (i) of any Person to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing and (ii) of the Originator to perform indemnify the parties set forth in Section 2.03(d) in connection with the matters set forth in such Section shall constitute the sole remedies against such Persons respecting such matters available to Certificateholders, the Depositor, the Trust Administrator or the Trustee on their behalf. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trust Administrator for the benefit of the Certificateholders. (d) The Originator shall indemnify and hold harmless the Depositor, Trustee, Trust Administrator, their directors, officers, agents, employees, assignees and Control Persons, and the Trust (each, an "Indemnified Party") from and against any costs, damages, expenses (including reasonable attorneys' fees and costs, irrespective of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim), fines, forfeitures, injuries, liabilities or losses ("Losses") suffered or sustained in any way by any such Person, no matter how or when arising (including Losses incurred or sustained in connection with any judgment, award or settlement), in connection with or relating to (i) a breach by the Originator of any of its representations and warranties contained in this Section, (ii) a breach by the Originator of any of its covenants and other obligations under contained herein. The Originator shall immediately (x) notify the Trustee, the Trust Administrator and the Depositor if a claim is made by a third party with respect to this Agreement or Agreement, any Mortgage Loan and/or any REO Property, (y) assume (with the business, operations, financial condition, properties or assets prior written consent of the Originator taken as a whole; (ivTrust Administrator and the Depositor) No consent, approval, authorization or order the defense of any court such claim and pay all expenses in connection therewith, including attorneys' fees, and (z) promptly pay, discharge and satisfy any judgment, award, or governmental agency decree that may be entered against it, the Trust, the Trustee, the Trust Administrator or body is required for the executionDepositor in respect of such claim. Nothing contained herein shall prohibit the Trustee, delivery and performance by the Trust Administrator or the Depositor, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that the Originator ofshall not be obligated to pay or comply with any settlement to which it has not consented, or compliance by the Originator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Originator has obtained the same; (v) The Originator is an approved originator/servicer for Fannie Mae or Freddie Mxx xx gxxx staxxxxx xnd is a HUD approved mortgagee pursuant consent not to Section 203 and Section 211 of the National Housing Act; and (vi) Except as otherwise disclosed in the Prospectus Supplement, no litigation is pending against the Originator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Originator to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereofbe unreasonably withheld.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. The Originator hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Dateto, and covenantscovenants with, the Servicer that: (ia) The Originator is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Laws governing its creation and existence and is duly authorized and qualified to transact any and all business contemplated by this Agreement and possesses all requisite authority, power, licenses, permits and franchises to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing conduct its business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and Servicing Agreement; (ii) The Originator had the full corporate power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and performcomply with its obligations under the terms of this Agreement, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Originator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof which have been duly authorized by the Purchaser, constitutes a legal, valid and binding obligation of the Originator, enforceable against the Originator in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and all necessary action. (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Originator, Originator in the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions manner contemplated herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in by it will not violate (i) the ordinary course instruments creating the Originator or governing its operations, or (ii) any Laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of business any of the Originator terms of this Agreement applicable to the Originator, and will not constitute a material default (Aor an event which, with notice or lapse of time, or both, would constitute a material default) result in a breach of any term or provision of the charter or by-laws of the Originator or (B) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material contract, agreement or other instrument to which the Originator is a party or by which it may be bound, applicable to it or any statuteof its assets. (c) The execution and delivery of this Agreement by the Originator in the manner contemplated herein and the performance and compliance with the terms hereof by the Originator do not require the consent or approval of any governmental authority or any other third party, order or, if such consent or regulation approval is required, it has been obtained. (d) This Agreement, and all documents and instruments contemplated hereby, which are executed and delivered by the Originator, will constitute valid, legal and binding obligations of the Originator, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable Debtor Relief Laws. (e) The Originator will comply with any and all applicable laws governing the origination of Mortgage Loans. (f) From time to time the Originator will report, as more fully set forth in this Agreement, information relating to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, Mortgage Loans to the Originator's knowledgeServicer, would in and such other persons as may from time to time be designated by the future materially Servicer, and adversely affect, (x) the ability of the Originator will do every act and thing which may be necessary or required to perform its obligations duties under this Agreement or (y) the business, operations, financial condition, properties or assets of the Originator taken as a whole;Agreement. (ivg) No consent, approval, authorization or order of any court or governmental agency or body is required for In connection with the execution, delivery and performance services to be provided by the Originator of, or compliance by the Originator with, Servicer pursuant to this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is requiredAgreement, the Originator has obtained not directly or indirectly contracted or entered into any agreement with any other mortgage loan servicer or any other person or institution other than the same;Servicer, except for any agreement expressly authorized by this Agreement. (vh) The Originator is an approved originator/servicer for Fannie Mae or Freddie Mxx xx gxxx staxxxxx xnd is a HUD approved mortgagee pursuant to Section 203 will remain in good standing under the Laws governing its creation and Section 211 existence and qualified under the Laws of the National Housing Act; andState and any other state where it is doing business. (vii) Except as otherwise disclosed The Originator acknowledges that the policies and procedures of the Servicer set forth in the Prospectus SupplementServicing Manual and Program Guidelines are designed to achieve and maintain compliance with all applicable laws and it agrees to follow such policies and procedures in originating the Mortgage Loans hereunder. (j) No information, no litigation is pending against certificate of a Representative, statement furnished in writing, or report required hereunder, delivered to the Originator that would materially and adversely affect Servicer, or any other person as may from time to time be designated by the executionServicer to receive same, delivery or enforceability of this Agreement or to the ability knowledge of the Originator delivering same, contained, contains, or will contain any untrue statement of a material fact or omit a material fact necessary to service make the information, certificate, statement or report not misleading. (k) The Originator shall exercise reasonable diligence in originating Mortgage Loans Loans. (l) The Originator will indemnify and hold harmless the Servicer, and its Representatives, directors, employees and agents against liability for all claims, causes of action, damages, costs and expenses (including reasonable attorney’s fees), judgments, fines and penalties that may be related to or to perform arise out of any negligent act or omission of its other obligations the Originator hereunder in accordance with or any violation of law by the terms hereofOriginator.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR. The Originator hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that: (i) The Originator is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Originator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and Servicing Agreement; (ii) The Originator had the full corporate power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Originator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Purchaser, constitutes a legal, valid and binding obligation of the Originator, enforceable against the Originator in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement by the Originator, the servicing of the Mortgage Loans by the Originator under the Pooling and Servicing Agreement, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Originator and will not (A) result in a breach of any term or provision of the charter or by-laws of the Originator or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Originator is a party or by which it may be bound, or any statute, order or regulation applicable to the Originator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Originator; and the Originator is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Originator's knowledge, would in the future materially and adversely affect, (x) the ability of the Originator to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Originator taken as a whole; (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of, or compliance by the Originator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Originator has obtained the same; (v) The Originator is an approved originatorOriginator/servicer for Fannie Mae or Freddie Mxx Max xx gxxx staxxxxx xnd xoxx stanxxxx xxd is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act; and (vi) Except as otherwise disclosed in the Prospectus Supplement, no litigation is pending against the Originator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Originator to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof.