Common use of Representations; Warranties; Covenants Clause in Contracts

Representations; Warranties; Covenants. Each party hereto hereby confirms that each of its representations, warranties and covenants set forth in the Existing Servicing Agreement, as amended by this Amendment, are true and correct as of the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto confirms that as of the date hereof its obligations under the Existing Servicing Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. Each of the Servicer and the Custodian represents and warrants that (i) no Servicer Event of Default has occurred or, event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, (ii) it has the power and is duly authorized to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment and the other Credit Documents, (v) the execution, delivery and performance by it of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or any other Person, and (vi) the execution, delivery and performance by it of this Amendment shall not result in the breach of, or constitute a default under, any material agreement or instrument to which it is a party. Each of the Servicer and the Custodian hereby acknowledge and agree to the terms and conditions of the Third Amendment to the Credit Agreement, dated as of July 14, 2003 (the "Third Amendment"), by and among the Company, E-Loan, Inc. and the Lender to the Credit Agreement.

Representations; Warranties; Covenants. Each party hereto hereby confirms The Obligor represents, warrants, and covenants that each (a) if not a natural person, the Obligor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its representations, warranties organization and covenants set forth duly qualified to do business in those jurisdictions in which its ownership of property or the Existing Servicing Agreement, as amended by this Amendment, are true and correct as nature of its business activities makes such qualification necessary; (b) the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto confirms that as of the date hereof its obligations under the Existing Servicing Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. Each of the Servicer and the Custodian represents and warrants that (i) no Servicer Event of Default has occurred or, event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, (ii) it Obligor has the requisite power and is duly authorized authority to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed Agreement and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment hereunder; and all such action has been duly authorized by all necessary proceedings on the other Credit DocumentsObligor’s part, (v) and neither now nor hereafter shall contravene or result in a breach of any organizational document of the executionObligor, delivery and performance by it any agreement, document, or instrument binding on the Obligor or its property, or any law, treaty, regulation, or order of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or require any notice, filing, or other Personaction to or by any Governmental Authority; (c) all financial statements and other information received from the Obligor by the Bank prior to the date hereof fairly and accurately present its financial condition in accordance with generally accepted accounting principles, and no material adverse change has occurred in the Obligor’s financial condition or business operations since the date thereof; (vid) there are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of the Obligor, threatened against the Obligor which could result in a material adverse change in its financial condition or business operations; (e) the execution, delivery and performance by it of this Amendment shall not result in the breach of, or constitute a default under, any material agreement or instrument to which it is a party. Each of the Servicer and the Custodian hereby acknowledge and agree Obligor will promptly submit to the terms and conditions of the Third Amendment Bank such information relating to the Obligor’s affairs (including but not limited to annual financial statements) as the Bank may reasonably request; and (f) the Obligor and each transaction and obligation underlying each Credit Agreementare and shall remain in compliance with all laws, dated as treaties, rules, and regulations of July 14any Governmental Authority, 2003 (the "Third Amendment")including, by without limitation, foreign exchange control, United States foreign assets control, and among the Companycurrency reporting laws and regulations, E-Loan, Inc. and the Lender to the Credit Agreementnow or hereafter applicable.

Representations; Warranties; Covenants. To induce Purchaser to Purchase Accounts from Seller, with full knowledge that the truth and accuracy of the following are being relied upon by the Purchaser in the purchase of and payment for the Purchased Accounts, Seller represents, warrants and covenants to Purchaser and agrees that: (a) Seller is the sole and absolute owner of each Account and has full legal right to make said sale, assignment and transfer thereof hereunder; (b) The correct amount owed on each Account is as set forth on the document tendering such Account to Purchaser and such amount is not in dispute; (c) The payment of each Account is not contingent upon the fulfillment of any obligation or condition, past or future, and any and all obligations required of the Seller with regard to such Account have been fulfilled by Seller; (d) Each party hereto hereby confirms Account is based on an actual sale and delivery of goods and/or services actually rendered for which an invoice has been tendered to the Account Debtor, is presently due and owing to Seller, is not past due or in default , has not been previously sold, assigned, transferred or pledged, and is free of any encumbrance or lien; (e) There are no defenses, offset, recoupment’s, or counterclaims with respect to any of the Accounts and no agreement has been made under which the Account Debtor may claim any recoupment, deduction or discount, except as otherwise stated in any of the invoices submitted to Purchaser in connection with the tender of such Account for purchase (f) Upon purchase, Seller will convey to Purchaser good and marketable title to each Purchased Account free and clear of all liens and encumbrances which shall thereafter be the sole and exclusive property of the Purchaser; (g) Upon purchase, Seller will not contact or otherwise communicate with Debtor on such purchased account in relation to the payment thereupon without the express consent of Purchaser; (h) Each Account Debtor is not insolvent as the term is defined in the United States Bankruptcy Code; (i) All Accounts, now existing or hereafter arising, shall comply with each and every one of the representations, warranties, covenants and agreements referred to in this Paragraph and as otherwise supplemented pursuant to this Agreement; (j) All sales and other taxes imposed with respect to the Account have been remitted by Seller to the Internal Revenue Service or other state or local taxing authority, including – but not limited to – 941 withholding taxes; (k) All invoices with respect to Purchased Accounts shall state that each the Account is payable to purchaser at purchaser’s address; (l) No Purchased Account is evidenced by a note or other instrument; (m) if Seller does not meet the Minimum Amount listed in Paragraph 11.c., all payments received for unfactored invoices will incur a 2% administrative charge; (n) Seller will not directly or indirectly influence any Account Debtor from making payment directly to Purchaser, and acknowledges and agrees that any breach of this representation or receipt of funds directly from an Account Debtor will constitute conversion and/or theft of Purchaser’s property; (o) Seller has not entered or will not into any financial accommodation arrangement with any person who collects repayment by debiting an Account or Deposit Account of the Seller; (p) Seller will not, during the term of this Agreement, sell, transfer, pledge, grant a security interest in, or hypothecate any of its representationsAccounts to any party other than Purchaser; and (q) Seller will, warranties at the request of Purchaser, cause its officers and covenants set forth other employees to engage in the Existing Servicing Agreement, as amended by this Amendment, are true and correct as commercially reasonable efforts to affect collection of the date first written above Purchased Accounts by Purchaser. Seller agrees to reimburse Purchaser for actual out-of-pocket costs relating to UCC filings and searches incurred by Purchaser in connection with this Agreement. Each Purchased Account shall be the property of the Purchaser and shall be collected by Purchaser, and seller shall promptly endorse, transfer and deliver the same effect as though each had been made as of such date, except to the Purchaser to the extent that any such payment is received by Seller. In addition to Purchaser’s other remedies, failure to deliver said payment in kind to Purchaser within five (5) business days of such representationsreceipt may result, warranties at Purchaser’s option, in an additional charge to be paid by Seller to Purchaser equal to five percent (5%) of said payment. Seller will not change the state of its incorporation or covenants expressly relate to earlier dates. Each party hereto confirms that as of the date hereof its obligations under the Existing Servicing Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. Each of the Servicer and the Custodian represents and warrants that (i) no Servicer Event of Default has occurred or, event which, but for the requirement for the giving of notice, lapse of timeformation, or bothits corporate or legal name, or but for without the satisfaction prior written consent of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, (ii) it has the power and is duly authorized to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment and the other Credit Documents, (v) the execution, delivery and performance by it of this Amendment does not and Purchaser. Seller will not require create any new legal entities whatsoever without written consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or any other Person, and (vi) the execution, delivery and performance by it of this Amendment shall not result in the breach of, or constitute a default under, any material agreement or instrument to which it is a party. Each of the Servicer and the Custodian hereby acknowledge and agree to the terms and conditions of the Third Amendment to the Credit Agreement, dated as of July 14, 2003 (the "Third Amendment"), by and among the Company, E-Loan, Inc. and the Lender to the Credit AgreementPurchaser.

Representations; Warranties; Covenants. Each party hereto hereby confirms The Applicant represents, warrants, and covenants that each (a) if not a natural person, the Applicant is duly organized, validly existing and in good standing under the laws of the jurisdiction of its representations, warranties organization and covenants set forth duly qualified to do business in those jurisdictions in which its ownership of property or the Existing Servicing Agreement, as amended by this Amendment, are true and correct as nature of its business activities makes such qualification necessary; (b) the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto confirms that as of the date hereof its obligations under the Existing Servicing Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. Each of the Servicer and the Custodian represents and warrants that (i) no Servicer Event of Default has occurred or, event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, (ii) it Applicant has the requisite power and is duly authorized authority to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed Agreement and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment hereunder; and all such action has been duly authorized by all necessary proceedings on the other Credit DocumentsApplicant's part, (v) and neither now nor hereafter shall contravene or result in a breach of any organizational document of the executionApplicant, delivery and performance by it any agreement, document, or instrument binding on the Applicant or its property, or any law, treaty, regulation, or order of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or require any notice, filing, or other Personaction to or by any Governmental Authority; (c) all financial statements and other information received from the Applicant by the Bank prior to the date hereof fairly and accurately present its financial condition in accordance with generally accepted accounting principles, and there shall occur no material adverse change in the Applicant's financial condition or business operations since the date hereof; (vid) from time to time, the Applicant shall execute and deliver such further instruments and agreements and take and permit such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement, and the Applicant shall provide such evidence of compliance with the terms hereof and such financial statements and other information concerning the Applicant's financial condition and/or business operations as the Bank may reasonably request; and (e) the executionApplicant and each transaction and obligation underlying each Credit are and shall remain in compliance with all laws, delivery treaties, rules, and performance by it regulations of this Amendment shall not result in the breach ofany Governmental Authority, including, without limitation, foreign exchange control, United States foreign assets control, and currency reporting laws and regulations, now or constitute a default under, any material agreement or instrument to which it is a party. Each of the Servicer and the Custodian hereby acknowledge and agree to the terms and conditions of the Third Amendment to the Credit Agreement, dated as of July 14, 2003 (the "Third Amendment"), by and among the Company, E-Loan, Inc. and the Lender to the Credit Agreementhereafter applicable.

Representations; Warranties; Covenants. Each party hereto hereby confirms The Obligor represents, warrants, and covenants that each (a) if not a natural person, the Obligor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its representations, warranties organization and covenants set forth duly qualified to do business in those jurisdictions in which its ownership of property or the Existing Servicing Agreement, as amended by this Amendment, are true and correct as nature of its business activities makes such qualification necessary; (b) the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto confirms that as of the date hereof its obligations under the Existing Servicing Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. Each of the Servicer and the Custodian represents and warrants that (i) no Servicer Event of Default has occurred or, event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, (ii) it Obligor has the requisite power and is duly authorized authority to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed Agreement and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment hereunder; and all such action has been duly authorized by all necessary proceedings on the other Credit DocumentsObligor’s part, (v) and neither now nor hereafter shall contravene or result in a breach of any organizational document of the executionObligor, delivery and performance by it any agreement, document, or instrument binding on the Obligor or its property, or any law, treaty, regulation, or order of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or require any notice, filing, or other Personaction to or by any Governmental Authority; (c) all financial statements and other information received from the Obligor by the Bank prior to the date hereof fairly and accurately present its financial condition in accordance with generally accepted accounting principles, and no material adverse change has occurred in the Obligor’s financial condition or business operations since the date thereof; (vid) there are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of the Obligor, threatened against the Obligor which could result in a material adverse change in its financial condition or business operations; (e) the execution, delivery and performance by it of this Amendment shall not result in the breach of, or constitute a default under, any material agreement or instrument to which it is a party. Each of the Servicer and the Custodian hereby acknowledge and agree Obligor will promptly submit to the terms and conditions of the Third Amendment Bank such information relating to the Obligor’s affairs (including but not limited to annual financial statements) as the Bank may reasonably request; and (f) the Obligor and each transaction and obligation underlying each Credit Agreementare and small remain in compliance with all laws, dated as treaties, rules, and regulations of July 14any Governmental Authority, 2003 (the "Third Amendment")including, by without limitation, foreign exchange control, Untitled States foreign assets control, and among the Companycurrency reporting laws and regulations, E-Loan, Inc. and the Lender to the Credit Agreementnow or hereafter applicable.

Representations; Warranties; Covenants. Each party hereto hereby confirms that each of its representationsThe Borrower represents, warranties warrants, and covenants set forth that (a) the Borrower is duly organized, validly existing and in good standing under the Existing Servicing Agreement, as amended by this Amendment, are true and correct as laws of the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto confirms that as jurisdiction of the date hereof its obligations under Borrower’s organization and duly qualified to do business in those jurisdictions in which the Existing Servicing Agreement, as amended by this Amendment, and Borrower’s ownership of property or the other Credit Documents are in full force and effect and are hereby ratified. Each nature of the Servicer and Borrower’s business activities makes such qualification necessary; (b) the Custodian represents and warrants that (i) no Servicer Event of Default has occurred or, event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, (ii) it Borrower has the requisite power and is duly authorized authority to execute and deliver this Amendment, (iii) this Amendment Agreement and to perform the Borrower’s obligations hereunder; and all such action has been duly authorizedauthorized by all necessary proceedings on the Borrower’s part, and neither now nor hereafter shall contravene or result in a breach of any organizational document of the Borrower, any agreement, document, or instrument binding on the Borrower or the Borrower’s property, or any law, treaty, regulation, or order of any Governmental Authority, or require any notice, filing, or other action to or by any Governmental Authority; (c) the most recent audited financial statements dated as of the 31st day of December, 2002 and received from the Borrower by the Bank prior to the date hereof fairly and accurately present, as of the date thereof, the Borrower’s financial condition in accordance with generally accepted accounting principles, and there has been and shall occur no material adverse change in the financial condition or business operations of the Borrower and its subsidiaries, taken as a whole, since the 31st day of December, 2002, which could reasonably be expected to materially and adversely affect the ability of the Borrower to perform its obligations under this Agreement; (d) from time to time, the Borrower shall execute and deliver such further instruments and agreements and take and permit such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement, and the Borrower shall provide such evidence of compliance with the terms hereof and such financial statements and other information concerning the Borrower’s financial condition and/or business operations as the Bank may reasonably request; (e) the Borrower and each transaction and obligation underlying the Letters of Credit are and shall remain in compliance in all material respects with all laws, treaties, rules, and regulations of any Governmental Authority, including, without limitation, foreign exchange control, United States foreign assets control, and currency reporting laws and regulations, now or hereafter applicable; (f) this Agreement has been duly executed and delivered by the Borrower and constitutes this Agreement is the legal, valid and binding obligation of it the Borrower enforceable against it the Borrower in accordance with its terms; (g) there are no pending or, to the knowledge of the Borrower, overtly threatened actions, investigations or proceedings before any court, governmental authority or arbitrator affecting the Borrower or any of its subsidiaries (ivA) it as to which there is a reasonable probability of an adverse determination, other than those that, in the aggregate, would not have a material adverse effect on the financial condition or business operations of the Borrower and will continue its subsidiaries, taken as a whole, or (B) which purport to be duly authorized to perform its obligations under affect the legality, validity or enforceability of this Amendment and Agreement or the other Credit Documents, consummation of the transactions contemplated hereby; (vh) the execution, delivery and performance Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by it the Board of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or any other PersonGovernors of the Federal Reserve System), and no proceeds of any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and (vii) the execution, delivery and performance by it of this Amendment shall Borrower is not result in the breach ofan “investment company”, or constitute a default undercompany “controlled” by an “investment company”, any material agreement or instrument to which it is a party. Each within the meaning of the Servicer and the Custodian hereby acknowledge and agree to the terms and conditions Investment Company Act of the Third Amendment to the Credit Agreement1940, dated as of July 14, 2003 (the "Third Amendment"), by and among the Company, E-Loan, Inc. and the Lender to the Credit Agreementamended.

Representations; Warranties; Covenants. Each party hereto The Buyer hereby confirms that each of its representations, warranties and covenants set forth in the Existing Servicing Agreement, as amended by this Amendment, Agreement are true and correct as of the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto Except as expressly amended by the terms of this Amendment, all terms and conditions of the Agreement and the other Credit Documents shall remain in full force and effect and the Seller and the Buyer hereby ratify their respective obligations thereunder. The Buyer confirms that as of the date hereof its obligations under the Existing Servicing Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. Each of the Servicer and the Custodian The Buyer represents and warrants that (i) the Termination Date has not occurred and no Servicer Event of Default has occurred orDefault, or condition or event which, but for the requirement for the giving of notice, after notice or lapse of time, time or both, or but for the satisfaction of any other condition subsequent to such event, would will constitute a Servicer an Event of Default Default, has occurred, (ii) it has the power and is duly authorized to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment and the other Credit Documents, (v) the execution, delivery and performance by it of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner shareholder or any other Person, and (vi) the execution, delivery and performance by it of this Amendment shall not result in the breach of, or constitute a default under, any material agreement or instrument to which it is a party. Each of the Servicer and the Custodian hereby acknowledge and agree to the terms and conditions of the Third Amendment to the Credit Agreement, dated as of July 14, 2003 (the "Third Amendment"), by and among the Company, E-Loan, Inc. and the Lender to the Credit Agreement.

Representations; Warranties; Covenants. Each party hereto hereby confirms The Obligor represents, warrants, and covenants that each (a) if not a natural person, the Obligor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its representations, warranties organization and covenants set forth duly qualified to do business in those jurisdictions in which its ownership of property or the Existing Servicing Agreement, as amended by this Amendment, are true and correct as nature of its business activities makes such qualification necessary; (b) the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto confirms that as of the date hereof its obligations under the Existing Servicing Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. Each of the Servicer and the Custodian represents and warrants that (i) no Servicer Event of Default has occurred or, event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, (ii) it Obligor has the requisite power and is duly authorized authority to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed Agreement and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment hereunder; and all such action has been duly authorized by all necessary proceedings on the other Credit DocumentsObligor’s part, (v) and neither now nor hereafter shall contravene or result in a breach of any organizational document of the executionObligor, delivery and performance by it any agreement, document, or instrument binding on the Obligor or its property, or any law, treaty, regulation, or order of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or require any notice, filing, or other Personaction to or by any Governmental Authority; (c) all financial statements and other information received from the Obligor by the Bank prior to the date hereof fairly and accurately present its financial condition in accordance with generally accepted accounting principles, and no material adverse change has occurred in the Obligor’s financial condition or business operations since the date thereof; (vid) except as disclosed on Obligor’s Form 10-Q filed with the SEC on October 13, 2009, there are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of the Obligor, threatened against the Obligor which could result in a material adverse change in its financial condition or business operations; (e) the execution, delivery and performance by it of this Amendment shall not result in the breach of, or constitute a default under, any material agreement or instrument to which it is a party. Each of the Servicer and the Custodian hereby acknowledge and agree Obligor will promptly submit to the terms and conditions of the Third Amendment Bank such information relating to the Obligor’s affairs (including but not limited to annual financial statements) as the Bank may reasonably request; and (f) the Obligor and each transaction and obligation underlying each Credit Agreementare and shall remain in compliance with all laws, dated as treaties, rules, and regulations of July 14any Governmental Authority, 2003 (the "Third Amendment")including, by without limitation, foreign exchange control, United States foreign assets control, and among the Companycurrency reporting laws and regulations, E-Loan, Inc. and the Lender to the Credit Agreementnow or hereafter applicable.

Representations; Warranties; Covenants. Each party hereto The Borrower hereby confirms that each of its representations, warranties and covenants set forth in the Existing Servicing Credit Agreement, as amended by this Amendment, are true and correct as of the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto Except as expressly amended by the terms of this Amendment, all terms and conditions of the Credit Agreement and the other Credit Documents shall remain in full force and effect and E-Loan and the Borrower hereby ratify their respective obligations thereunder. The Borrower confirms that as of the date hereof its obligations under the Existing Servicing Credit Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. Each of the Servicer and the Custodian The Borrower represents and warrants that (i) the Termination Date has not occurred and no Servicer Pending Event of Default has occurred or, event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, (ii) it has the power and is duly authorized to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment and the other Credit Documents, (v) the execution, delivery and performance by it of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or any other Person, and (vi) the execution, delivery and performance by it of this Amendment shall not result in the breach of, or constitute a default under, any material agreement or instrument to which it is a party. Each of the Servicer and the Custodian hereby acknowledge and agree to the terms and conditions of the Third Amendment to the Credit Agreement, dated as of July 14, 2003 (the "Third Amendment"), by and among the Company, E-Loan, Inc. and the Lender to the Credit Agreement.

Representations; Warranties; Covenants. Each party hereto hereby confirms that each of its representationsThe Obligor represents, warranties warrants, and covenants set forth in that (a) if not a natural person, the Existing Servicing Agreement, as amended by this Amendment, are true and correct as of the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto confirms that as of the date hereof its obligations under the Existing Servicing Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. Each of the Servicer and the Custodian represents and warrants that Obligor is (i) no Servicer Event duly organized, validly existing and in good standing under the laws of Default has occurred or, event which, but for the requirement for the giving jurisdiction of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, its organization and (ii) it duly qualified to do business in those jurisdictions in which its ownership of property or the nature of its business activities makes such qualification necessary, except where its failure to be so qualified would not have a material adverse effect on the Obligor or its business; (b) the Obligor has the requisite power and is duly authorized authority to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed Agreement and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment hereunder; and all such action has been duly authorized by all necessary proceedings on the other Credit DocumentsObligor’s part, and neither now nor hereafter shall contravene or result in a breach of (i) any organizational document of the Obligor, (vii) any agreement, document, or instrument binding on the executionObligor or its property, delivery and performance by it or (iii) any law, treaty, regulation, or order of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or (iv) require any notice, filing, or other Personaction to or by any Governmental Authority, except, in the case of clauses (ii) or (iii), for violations or breaches that are immaterial; (c) all financial statements and other information received from the Obligor by the Bank prior to the date hereof fairly and accurately present its financial condition in accordance with generally accepted accounting principles, and no material adverse change has occurred in the Obligor’s financial condition or business operations since the date thereof; (vid) there are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of the Obligor, threatened against the Obligor which could reasonably be expected to result in a material adverse change in its financial condition or business operations; (e) the execution, delivery and performance by it of this Amendment shall not result in the breach of, or constitute a default under, any material agreement or instrument to which it is a party. Each of the Servicer and the Custodian hereby acknowledge and agree Obligor will promptly submit to the terms and conditions of the Third Amendment Bank such information relating to the Obligor’s affairs (including but not limited to annual financial statements) as the Bank may reasonably request; and (f) the Obligor and each transaction and obligation underlying each Credit Agreementare and shall remain in compliance in all material respects with all laws, dated as treaties, rules, and regulations of July 14any Governmental Authority, 2003 (the "Third Amendment")including, by without limitation, foreign exchange control, United States foreign assets control, and among the Companycurrency reporting laws and regulations, E-Loan, Inc. and the Lender to the Credit Agreementnow or hereafter applicable.

Representations; Warranties; Covenants. Each party hereto hereby confirms that each of its representationsThe Applicant represents, warranties warrants, and covenants set forth in the Existing Servicing Agreement, as amended by this Amendment, are true and correct as of the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto confirms that this Agreement and as of the date hereof its of the issuance or amendment of each Credit hereunder, and at all times that any obligations exist hereunder that (a) if not a natural person, the Applicant is duly organized, validly existing and in good standing under the Existing Servicing Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. Each laws of the Servicer jurisdiction of its organization and duly qualified to do business in those jurisdictions in which its ownership of property or the Custodian represents and warrants that nature of its business activities makes such qualification necessary; (ib) no Servicer Event of Default has occurred or, event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, (ii) it Applicant has the requisite power and is duly authorized authority to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed Agreement and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment hereunder; and all such action has been duly authorized by all necessary proceedings on the other Credit DocumentsApplicant’s part, (v) and neither now nor hereafter shall contravene or result in a breach of any organizational document of the executionApplicant, delivery and performance by it any agreement, document, or instrument binding on the Applicant or its property, or any law, treaty, regulation, or order of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or require any notice, filing, or other Personaction to or by any Governmental Authority; (c) all financial statements and other information received from the Applicant by the Bank prior to the date hereof fairly and accurately present its financial condition in accordance with generally accepted accounting principles, and no material adverse change has occurred in the Applicant’s financial condition or business operations since the date thereof; (vid) there are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of the Applicant, threatened against the Applicant which could result in a material adverse change in its financial condition or business operations; (e) the executionApplicant will promptly submit to the Bank such information relating to the Applicant’s affairs (including but not limited to annual financial statements) as the Bank may reasonably request; (f) the Applicant and each transaction and obligation underlying each Credit are and shall remain in compliance with all laws, delivery treaties, rules, and performance regulations of any Governmental Authority, including, without limitation, foreign exchange control, United States foreign assets control, and currency reporting laws and regulations, now or hereafter applicable, and the Applicant will procure all licenses, and comply with all formalities, necessary for the import, export and transport of any property relating to a Credit; (g) the Applicant will keep the Collateral insured in amounts, against risks and with insurers satisfactory to the Bank and, at the option of the Bank, assign the policies or certificates of such insurance to the Bank or make loss payable to the Bank (the Bank reserving the right to procure additional insurance at the Applicant’s expense if the Bank deems any insurance procured by it of this Amendment shall not result in the breach ofApplicant to be insufficient); (h) the Applicant will take all steps necessary to preserve the Collateral, or constitute a default underincluding, without limitation, any material agreement or instrument steps necessary to which it is a party. Each of preserve rights against other parties; (i) the Servicer and the Custodian hereby acknowledge and agree Applicant will deliver to the terms and conditions of the Third Amendment to the Credit Agreement, dated as of July 14, 2003 (the "Third Amendment"), by and among the Company, E-Loan, Inc. and the Lender to the Credit Agreement.relevant transport agent or