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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF. hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) This Agreement has been duly authorized, validly executed and delivered by ____________ and is a valid and binding agreement and obligation of ____________ enforceable against ____________ in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and ____________ has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (b) understands that the Exchange Shares are being offered and sold to it in reliance on the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of ____________ set forth herein. (c) is and will be acquiring the Exchange Shares for ____________’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act of 1933, as amended (“Securities Act”) or any applicable securities laws. (d) owns and holds, beneficially and of record, the entire right, title, and interest in and to the Note free and clear of all rights and Encumbrances (as defined below). ____________ has full power and authority to transfer and dispose of the Note free and clear of any right or Encumbrance. Other than the transactions contemplated by this Agreement, there is no outstanding plan, pending proposal, or other right of any person to acquire all or any of the Note. Encumbrances shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future. (e) agrees and acknowledges that it is currently an “affiliate” of the Company, as such term is defined in the Securities Act, and as a result cannot resell the Exchange Shares or Conversion Shares, as such term is defined in the Certificate of Designations, Preferences and Rights of the Exchange Shares, except in compliance with the Securities Act and any applicable state blue sky laws.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF. hereby makes the following Roaming Messenger, Inc. ------------------------ No representations or warranties are made by any director, officer, employee or shareholder of RMI as individuals, except as and warranties to the Companyextent stated in this Agreement or in a separate written statement. RMI hereby represents, warrants and covenants to Warp and its shareholders, except as stated in the RMI Disclosure Statement, as follows: 4.1 RMI is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and covenants for has the benefit of the Company: (a) This Agreement has been duly authorized, validly executed and delivered by ____________ and is a valid and binding agreement and obligation of ____________ enforceable against ____________ in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and ____________ has full corporate power and authority to execute own or lease its properties and deliver the Agreement to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of RMI, copies of which have been delivered to Warp, are complete and accurate, and the other agreements minute books of RMI contain a record, which is complete and documents contemplated hereby accurate in all material respects, of all meetings, and to perform its obligations hereunder all corporate actions of the shareholders and thereunderBoard of Directors of RMI. (b) understands that 4.2 The aggregate number of shares which RMI is authorized to issue is 200,000,000 shares of common stock, par value $0.001 per share, and 2,000,000 shares of preferred stock, of which 137,235,008 shares of such common stock are issued and outstanding, fully paid and non-assessable prior to the Exchange Shares are being offered and sold to it in reliance Closing under this Agreement. RMI will have, on the truth and accuracy Closing Date, no outstanding options, warrants or other rights to purchase, or subscribe to, or securities convertible into or exchangeable for any shares of the representations, warranties, agreements, acknowledgments and understandings capital stock. No preferred stock of ____________ set forth hereinRMI is outstanding. (c) is 4.3 RMI has complete and will be acquiring unrestricted power to enter into and, upon the Exchange Shares for ____________’s own accountappropriate approvals as required by law, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act of 1933, as amended (“Securities Act”) or any applicable securities laws. (d) owns and holds, beneficially and of record, the entire right, title, and interest in and to the Note free and clear of all rights and Encumbrances (as defined below). ____________ has full power and authority to transfer and dispose of the Note free and clear of any right or Encumbrance. Other than consummate the transactions contemplated by this Agreement. 4.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by RMI will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of RMI. 4.5 The execution of this Agreement has been duly authorized and approved by the Board of Directors of RMI. 4.6 RMI has delivered to Warp audited financial statements of RMI dated December 31, there is 2002. All such statements, herein sometimes called "RMI Financial Statements," are (and will be) complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of RMI for the periods indicated. All statements of RMI will have been prepared in accordance with generally accepted accounting principles. 4.7 RMI will deliver to Warp updated, reviewed financials of RMI dated March 31, 2003. As of Xxxxx 00, 0000, XXX will have no outstanding plandebt, pending proposal, liability or other right obligation of any person nature (whether due or to acquire all become due and whether absolute, contingent or otherwise). 4.8 There are no legal proceedings or regulatory proceedings involving material claims pending, or, to the knowledge of the officers of RMI, threatened against RMI or affecting any of its assets or properties, and RMI is not in any material breach or violation of or default under any contract or instrument to which RMI is a party, and no event has occurred which with the lapse of time or action by a third party could result in a material breach or violation of or default by RMI under any contract or other instrument to which RMI is a party or by which they or any of the Note. Encumbrances shall mean any security their respective properties may be bound or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional saleaffected, or under their respective Articles of Incorporation or Bylaws, nor is there any court or regulatory order pending, applicable to RMI. 4.9 RMI shall not enter into or consummate any transactions prior to the Closing Date other title claim than in the ordinary course of business and will pay no dividend, or retention agreement, interest or other right or claim increase the compensation of third parties, whether perfected or officers and will not perfected, voluntarily incurred or arising by operation of law, and including enter into any agreement (or transaction which would adversely affect its financial condition except pursuant to the proposed minutes of the Board of Directors of RMI presented herewith for approval by Warp. 4.10 The representations and warranties of RMI shall be true and correct as of the date hereof and as of the Closing Date. 4.11 RMI corporate books and records are true records of its actions. RMI will also deliver to Warp on or before the Closing Date any reports relating to the financial and business condition of RMI which occur after the date of this Agreement and any other than reports sent generally to its shareholders after the date of this Agreement) to grant or submit to any of the foregoing in the future. (e) agrees and acknowledges that it 4.12 RMI has no employee benefit plan or stock option plan in effect at this time. 4.13 RMI is currently an “affiliate” of current in its filing obligations under the Company, as such term is defined in the Securities Act, and as a result cannot resell the Exchange Shares or Conversion Shares, as such term is defined in the Certificate of Designations, Preferences and Rights of the Exchange Shares, except in compliance federal securities laws. No report filed by RMI with the Securities Act and Exchange Commission contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading, and all such reports comply as to form and substance in all material respects with all applicable state blue sky lawsSEC requirements. 4.14 RMI agrees that all rights to indemnification now existing in favor of the employees, agents, directors or officers of Warp and its subsidiaries, as provided in the Articles of Incorporation or Bylaws or otherwise in effect on the date hereof shall survive the transactions contemplated hereby in accordance with their terms, and RMI expressly assumes such indemnification obligations of Warp.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF. hereby makes the following representations SELLER AND PURCHASER -------------------- 7.1 Seller represents and warranties warrants to the Company, and covenants for the benefit of the CompanyPurchaser as follows: (a) This Agreement has Seller will have at Closing good and indefeasible fee simple title to the Real Property and the Improvements; (b) There are no actions, suits, or proceedings pending or, to Seller's knowledge, threatened against any portion of the Property, at law or in equity, or before or by any federal, state, municipal, or other governmental court, department, commission, board, bureau, agency, or instrumentality, domestic or foreign; (c) The execution by Seller of this Contract and the consummation by Seller of the sale contemplated hereby have been duly authorized, validly executed and do not, and, at the date of Closing, will not, to the best of Seller's knowledge, result in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement, instrument, or obligation to which Seller is a party or by which the Property, or any portion thereof, is bound; (d) Except as otherwise disclosed in writing to Purchaser by Seller (including the matters described in Exhibit G hereto), Seller has not received --------- any written notice of any violation of any ordinance, regulation, law, statute, building code, zoning ordinance, or environmental laws pertaining to the Property, or any portion thereof, which has not been cured or of any pending zoning change or special assessment pertaining to the Property; (e) Seller has not received any written notice of condemnation of the Property; (f) To Seller's knowledge and except as otherwise disclosed in writing to Purchaser by Seller (including the matters described in Exhibit G --------- hereto), all governmental approvals necessary for the operation of the Property have been obtained and are in full force and effect, including all code requirements regarding building occupancy and use, parking, and zoning; (g) Except as disclosed in writing to Purchaser by Seller prior to the date of Closing, in the Rent Roll or in Exhibit H hereto, (i) the Tenant --------- Leases provided to Purchaser are true and correct and are in full force and effect and have not been amended, except pursuant to amendments delivered to Purchaser, (ii) the Rent Roll for the Property provided by ____________ Seller to Purchaser is true and correct and is complete as to the matters contained therein, (iii) Seller has not received or sent any notices of default under any of the Leases that have not been cured, and Seller has no knowledge of any material defaults under any of the Leases that have not been cured, (iv) all rent due to Seller under Leases for the month of September, 2000 has been received by Seller, and (v) all security deposits paid under the Leases are shown in the Rent Roll provided to Purchaser; (h) For purposes hereof, Seller's knowledge shall mean the actual, but not constructive, knowledge of Xxx Xxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxx, property manager for the Property, Seller hereby representing to Purchaser that Xxxx Xxxxxxxx, Xxxxxxx Xxxx and Xxxx Xxxxxx are the persons currently employed by Seller most likely to be aware of such matters relating to the Property; (i) There are no assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated by or filed by Seller; (j) Seller is not a valid "foreign person" as defined in the Internal Revenue Code of 1986, as amended. If requested by Purchaser, Seller will deliver to Purchaser at Closing a certificate so stating in a form complying with said federal tax law; (k) Seller has received no written notice that the Property or Seller with regard to its ownership of the Property are currently subject to any existing or threatened investigation or inquiry by any governmental authority or to any remedial obligations under any applicable federal, state or local laws, regulations or ordinances pertaining to health or the environment (hereinafter sometimes collectively called "Applicable Environmental Laws"), including without limitation the Comprehensive Environmental Response, Compensation and binding agreement Liability Act of 1980 ("CERCLA"), the Resource Conservation and obligation Recovery Act of ____________ enforceable against ____________ 1976 ("RCRA"), the Texas Water Code and the Texas Solid Waste Disposal Act; and (l) The items described in Section 4.1(c), (g) and (h) that have been either delivered to Purchaser or made available to Purchaser at the Property are true, correct and complete in all material respects. 7.2 Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser has full legal power and authority to enter into and perform this Contract in accordance with its terms, subject and this Contract constitutes the valid and binding obligation of Purchaser, enforceable in accordance with its terms. The execution, delivery and performance of this Contract and all documents in connection therewith are not in contravention of or in conflict with any agreement or undertaking to limitations on enforcement which Purchaser is a party or by general principles which Purchaser may be bound or affected. The execution and delivery of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and ____________ has full power and authority to execute and deliver the Agreement this Contract and the other agreements payment and documents contemplated hereby performance by Purchaser of its payments and to perform its obligations hereunder require no further action or approval in order to constitute this Contract as a binding and thereunder.enforceable obligation of Purchaser and all such actions have been duly taken by Purchaser, or will be taken by Purchaser prior to Closing; and (b) understands that All consents, approval, and authorizations from any person or entity, and, to Purchaser's knowledge, any government or quasi-governmental body or entity, required for the Exchange Shares are being offered execution and sold to it in reliance on delivery of this Contract by Purchaser, the truth and accuracy acquisition of the representationsProperty by Purchaser in accordance herewith and the compliance by Purchaser with all of the provisions hereof, warrantieshave been obtained or prior to Closing will be obtained, agreements, acknowledgments and understandings of ____________ set forth herein. (c) is and will be acquiring the Exchange Shares for ____________’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation effect as of the Securities Act of 1933, as amended (“Securities Act”) or any applicable securities laws. (d) owns and holds, beneficially and of record, the entire right, title, and interest in and to the Note free and clear of all rights and Encumbrances (as defined below). ____________ has full power and authority to transfer and dispose date of the Note free and clear of any right or Encumbrance. Other than the transactions contemplated by this Agreement, there is no outstanding plan, pending proposal, or other right of any person to acquire all or any of the Note. Encumbrances shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureClosing. (e) agrees and acknowledges that it is currently an “affiliate” of the Company, as such term is defined in the Securities Act, and as a result cannot resell the Exchange Shares or Conversion Shares, as such term is defined in the Certificate of Designations, Preferences and Rights of the Exchange Shares, except in compliance with the Securities Act and any applicable state blue sky laws.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF. the Mortgage Loan Seller. ------------------------ (a) The Mortgage Loan Seller hereby makes makes, as of the following representations Closing Date (or as of such other date specifically provided in the particular representation or warranty), to and warranties to the Company, and covenants for the benefit of the CompanyPurchaser and its successors and assigns (including, without limitation, the Trustee and the holders of the Certificates), each of the representations and warranties set forth in Exhibit B with respect to the Mortgage Loans, with such changes or modifications as may be permitted or required by the Rating Agencies. (b) In addition, the Mortgage Loan Seller, as of the date hereof, hereby represents and warrants to, and covenants with, the Purchaser that: (ai) This Agreement has been The Mortgage Loan Seller is a corporation, duly authorizedorganized, validly existing, and in good standing under the laws of the State of Maryland, and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Mortgage Loan Seller, and the performance and compliance with the terms of this Agreement by the Mortgage Loan Seller, will not violate the Mortgage Loan Seller'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 of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of the Mortgage Loan Seller to carry out the transactions contemplated by this Agreement. (iii) The Mortgage Loan Seller has the full power and authority 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. (iv) This Agreement, assuming due authorization, execution and delivery by ____________ and is the Purchaser, constitutes a valid valid, legal and binding agreement and obligation of ____________ the Mortgage Loan Seller, enforceable against ____________ the Mortgage Loan Seller in accordance with its termsthe terms hereof, subject to limitations on enforcement by general principles of equity (A) applicable bankruptcy, insolvency, reorganization, moratorium and by bankruptcy or other laws affecting the enforcement of creditors’ ' rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and ____________ has full power (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification for securities laws liabilities. (v) The Mortgage Loan Seller is not in violation of, and authority to execute its execution and deliver the delivery of this Agreement and its performance and compliance with the other agreements terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Mortgage Loan Seller's good faith and documents contemplated hereby reasonable judgment, is likely to affect materially and adversely either the ability of the Mortgage Loan Seller to perform its obligations hereunder and thereunderunder this Agreement or the financial condition of the Mortgage Loan Seller. (bvi) understands No litigation is pending with regard to which the Mortgage Loan Seller has received service of process or, to the best of the Mortgage Loan Seller's knowledge, threatened against the Mortgage Loan Seller the outcome of which, in the Mortgage Loan Seller's good faith and reasonable judgment, could reasonably be expected to prohibit the Mortgage Loan Seller from entering into this Agreement or materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (vii) The Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person, other than the Purchaser, the Underwriters, the Initial Purchasers and their respective affiliates, that may be entitled to any commission or compensation in connection with the Exchange Shares are being offered and sold sale of the Mortgage Loans or the consummation of any of the other transactions contemplated hereby. (viii) Neither the Mortgage Loan Seller nor anyone acting on its behalf has (A) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (B) solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (C) otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (D) made any general solicitation by means of general advertising or in any other manner with respect to any Certificate, any interest in any Certificate or any similar security, or (E) taken any other action, that (in the case of any of the acts described in clauses (A) through (E) above) would constitute or result in a violation of the Securities Act or any state securities law relating to or in connection with the issuance of the Certificates or require registration or qualification pursuant to the Securities Act or any state securities law of any Certificate not otherwise intended to be a Registered Certificate. In addition, the Mortgage Loan Seller will not act, nor has it authorized or will it authorize any person to act, in reliance any manner set forth in the foregoing sentence with respect to any of the Certificates or interests therein. For purposes of this paragraph 4(b)(viii), the term "similar security" shall be deemed to include, without limitation, any security evidencing or, upon issuance, that would have evidenced an interest in the Mortgage Loans or the Other Mortgage Loans or any substantial number thereof. (ix) Insofar as it relates to the Mortgage Loans, the information set forth on pages A-14 through A-17 inclusive of Annex A to the Prospectus Supplement (as defined in Section 9) (the "Loan Detail") and, to the extent consistent therewith, the information set forth on the truth diskette attached to the Prospectus Supplement and accuracy the accompanying prospectus (the "Diskette"), is true and correct in all material respects. Insofar as it relates to the Mortgage Loans (other than the AFR/Bank of America Portfolio Loan (as defined in the Prospectus Supplement)) and the Mortgaged Properties related thereto and/or the Mortgage Loan Seller and does not represent a restatement or aggregation of the representationsinformation on the Loan Detail, warranties, agreements, acknowledgments and understandings of ____________ the information set forth in the Prospectus Supplement and the Memorandum (as defined in Section 9) under the headings "Summary of Series 2003-C3 Transaction--The Mortgage Pool," "--Geographic Concentrations of the Mortgaged Properties," "--Property Types," "--Prepayment or Call Protection Provided by the Mortgage Loans," "--Payment Terms of the Mortgage Loans," "Risk Factors," and "Description of the Mortgage Pool," set forth on Annex A and/or Annex B to the Prospectus Supplement and (to the extent it contains information consistent with that on such Annex A) set forth on the Diskette, does not contain any untrue statement of a material fact or (in the case of the Memorandum, when read together with the other information specified therein as being available for review by investors) omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Insofar as it relates to the AFR/Bank of America Portfolio Whole Loan (as defined in the Prospectus Supplement) and the Mortgaged Property related thereto and does not represent a restatement or aggregation of the information on the Loan Detail, the information set forth in the Prospectus Supplement and the Memorandum (as defined in Sectio 9) under the headings "Summary of Series 2003-C3 - Transaction--The Mortgage Pool," "--Geographic Concentrations of the Mortgaged Properties," "--Property Types," "-- Prepayment or Call Protection Provided by the Mortgage Loans," "--Payment Terms of the Mortgage Loans," "Risk Factors," "Description of the Mortgage Pool," "Servicing of the Mortgage Loans," "The Pooling and Servicing Agreement" and "Description of the Certificates," set forth on Annex A and/or Annex B to the Prospectus Supplement (provided, that with respect to the information in Annex B, "Servicing of the Mortgage Loans," "The Pooling and Servicing Agreement" and "Description of the Certificates," only such portions that solely relate to the AFR/Bank of America Portfolio Whole Loan) and (to the extent it contains information consistent with that on such Annex A) set forth on the Diskette, does not contain any untrue statement of a material fact or (in the case of the Memorandum, when read together with the other information specified therein as being available for review by investors) omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Assuming the information in the Prospectus and the Prospectus Supplement (other than the information with respect to which the Mortgage Loan Seller otherwise has made representations and warranties in this clause (ix)) is true and correct in all material respects, the S-AFR Memorandum (as defined herein) does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (x) No consent, approval, authorization or order of, registration or filing with or notice to, any governmental authority or court is required, under federal or state law (including, with respect to any bulk sale laws), for the execution, delivery and performance of or compliance by the Mortgage Loan Seller with this Agreement, or the consummation by the Mortgage Loan Seller of any transaction contemplated hereby, other than (1) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with Mortgage Loan Seller's sale of the Mortgage Loans to the Purchaser, (2) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (3) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Mortgage Loan Seller under this Agreement. (c) is and will be acquiring the Exchange Shares for ____________’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act of 1933, as amended (“Securities Act”) or any applicable securities laws. (d) owns and holds, beneficially and of record, the entire right, title, and interest in and to the Note free and clear of all rights and Encumbrances (as defined below). ____________ has full power and authority to transfer and dispose of the Note free and clear of any right or Encumbrance. Other than the transactions contemplated Upon discovery by this Agreement, there is no outstanding plan, pending proposal, or other right of any person to acquire all or any of the Note. Encumbrances shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim parties hereto of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation a breach of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing representations and warranties made pursuant to and set forth in subsection (b) above which materially and adversely affects the future. (e) agrees and acknowledges that it is currently an “affiliate” interests of the Company, as such term is defined in the Securities Act, and as Purchaser or a result cannot resell the Exchange Shares or Conversion Shares, as such term is defined in the Certificate breach of Designations, Preferences and Rights any of the Exchange Sharesrepresentations and warranties made pursuant to subsection (a) above and set forth in Exhibit B which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Purchaser or its successors and assigns (including, except in compliance with without limitation the Securities Act Trustee and any applicable state blue sky lawsthe holders of the Certificates), the party discovering such breach shall give prompt written notice to the other party hereto.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF. the Servicer. -------------- The Servicer hereby makes the following representations represents, warrants and warranties covenants to the CompanyTrustee, and covenants for the benefit of each of the CompanyTrustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein: (ai) This Agreement has been The Servicer is duly authorizedorganized, validly executed and delivered by ____________ and is a valid and binding agreement and obligation of ____________ enforceable against ____________ in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generallyexisting, and ____________ in good standing under the laws of the jurisdiction of its formation and has full all licenses necessary to ensure the enforceability or validity of each Mortgage Loan and to carry on its business as now being conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Servicer to conduct its business as it is presently conducted; the Servicer has the power and authority to execute and deliver the this Agreement and the other agreements and documents contemplated hereby and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its obligations hereunder and thereunder.terms; (bii) understands The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the certificate of formation or the partnership agreement of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (iii) The Servicer is an approved seller/servicer of conventional mortgage loans for FNMA, and is an FHA Approved Mortgagee in good standing to service mortgages, is a VA Approved Lender and has not been suspended as a mortgagee or servicer by the FHA or VA and has the facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is, and shall remain for as long as it is servicing the Mortgage Loans hereunder, in good standing as a FHA Approved Mortgagee and a VA Approved Lender and to service mortgage loans for HUD, FNMA or FHLMC, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Servicer unable to comply with HUD, FNMA, FHLMC, FHA or VA eligibility requirements or which would require notification to any of HUD, FNMA, FHLMC, FHA or VA; (iv) This Agreement, and all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy laws and general principles of equity; (v) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Exchange Shares are being offered and sold Servicer that, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to it carry on its business substantially as now conducted, or in reliance any material liability on the truth and accuracy part of the representationsServicer, warrantiesor that would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, agreements, acknowledgments and understandings or that would be likely to impair materially the ability of ____________ set forth herein.the Servicer to perform under the terms of this Agreement; (cvii) is and will be acquiring the Exchange Shares for ____________’s own accountNo consent, for investment purposes, and not with a view to any resale approval or distribution in whole or in part, in violation of the Securities Act of 1933, as amended (“Securities Act”) or any applicable securities laws. (d) owns and holds, beneficially and of record, the entire right, title, and interest in and to the Note free and clear of all rights and Encumbrances (as defined below). ____________ has full power and authority to transfer and dispose of the Note free and clear order of any right court or Encumbrance. Other than governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, there except for such consents, approvals, authorizations and orders, if any, that have been obtained; and (viii) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. It is no outstanding planunderstood and agreed that the representations, pending proposalwarranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Trustee, or other right of any person to acquire all or the Depositor and the Certificateholders. Upon discovery by any of the Note. Encumbrances shall mean any security Depositor, the Servicer, the Seller or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim the Trustee of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation a breach of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in representations, warranties and covenants which materially and adversely affects the future. (e) agrees and acknowledges that it is currently an “affiliate” value of any Mortgage Loan or the interests therein of the CompanyCertificateholders, as the party discovering such term is defined breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Securities Act, and as a result cannot resell the Exchange Shares or Conversion Shares, as such term is defined in the Certificate of Designations, Preferences and Rights of the Exchange Shares, except in compliance with the Securities Act and any applicable state blue sky lawsother parties hereto.