Common use of Seller Representations and Warranties – General Clause in Contracts

Seller Representations and Warranties – General. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is a duly organized and validly existing federal savings bank, in good standing under the laws of the United States and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans, or (d) the ability to foreclose on the related Mortgaged Properties; (ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as the case may be, as shall have been obtained or filed, prior to the Closing Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Charter or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report, as applicable, not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business; (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency; (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller, which violation would materially and adversely affect the Seller’s condition (financial or otherwise) or operations or any of the Seller’s properties or materially and adversely affect the performance of any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (a) that, if determined adversely, would prohibit the Seller from entering into this Agreement or the Sale and Servicing Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (c) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s performance of any of its respective obligations under, or the validity or enforceability of, this Agreement or the Sale and Servicing Agreement; (x) The Seller represents and warrants that it did not sell the Mortgage Loans to the Purchaser under this Agreement, with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Purchaser under this Agreement; (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claim thereto; (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (xiii) So long as the Notes and the Certificates remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)); (xiv) It is the express intent of the Seller that the conveyance of the Mortgage Loans by the Seller to the Purchaser as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller to the Purchaser of the Mortgage Loans. However, in the event that, notwithstanding the intent of the Seller, the Mortgage Loans or any part thereof are held to be property of the Seller, then this Agreement creates a valid and continuing security interest in the Mortgage Loans in favor of the Purchaser (or its designee), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Purchaser; (xv) The Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Mortgage Loans granted to the Purchaser hereunder; (xvi) All financing statements filed or to be filed against the Seller in favor of the Purchaser in connection herewith describing the Mortgage Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee;” (xvii) The Seller has taken all steps necessary to perfect its security interest against the Mortgagors in the Mortgaged Properties securing the related Mortgage Loans; and (xviii) The Seller has in its possession all original copies of documents that constitute the Mortgage Notes. Such Mortgage Notes do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser pursuant to this Agreement and subsequently to the Indenture Trustee pursuant to the Sale and Servicing Agreement.

Seller Representations and Warranties – General. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is a duly organized and validly existing federal savings banknational banking association, in good standing under the laws of the United States and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans, or (d) the ability to foreclose on the related Mortgaged Properties; (ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as the case may be, as shall have been obtained or filed, prior to the Closing Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Charter or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report, as applicable, not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business; (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency; (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller, which violation would materially and adversely affect the Seller’s condition (financial or otherwise) or operations or any of the Seller’s properties or materially and adversely affect the performance of any of its duties hereunder; (ix) [Reserved]; (x) There are no actions or proceedings against, or investigations of the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (a) that, if determined adversely, would prohibit the Seller from entering into this Agreement or the Sale and Servicing Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (c) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s performance of any of its respective obligations under, or the validity or enforceability of, this Agreement or the Sale and Servicing Agreement; (xxi) The Seller represents and warrants that it did not sell the Mortgage Loans to the Purchaser under this Agreement, with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Purchaser under this Agreement; (xixii) The Seller represents and warrants that it acquired title to the Mortgage Loans in good faith, without notice of any adverse claim thereto; (xiixiii) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (xiiixiv) So The Seller represents, warrants and covenants that so long as the Class A Notes and the Certificates remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)); (xivxv) It is the express intent of the Seller that the conveyance of the Mortgage Loans by the Seller to the Purchaser as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller to the Purchaser of the Mortgage Loans. However, in the event that, notwithstanding the intent of the Seller, the Mortgage Loans or any part thereof are held to continue to be property of the Seller, then this Agreement creates a valid and continuing security interest in the Mortgage Loans in favor of the Purchaser (or its designee), which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Purchaser; (xvxvi) The Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Mortgage Loans granted to the Purchaser hereunder; (xvixvii) All financing statements filed or to be filed against the Seller in favor of the Purchaser in connection herewith describing the Mortgage Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee;” (xviixviii) The Seller has taken all steps necessary to perfect its security interest against the Mortgagors in the Mortgaged Properties securing the related Mortgage Loans; and (xviiixix) The Seller has in its possession all original copies of documents that constitute the Mortgage Notes. Such Mortgage Notes do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser pursuant to this Agreement and subsequently to the Indenture Trustee pursuant to the Sale and Servicing Agreement.

Seller Representations and Warranties – General. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is a duly organized and validly existing federal savings bank, in good standing under the laws of the United States and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans, or (d) the ability to foreclose on the related Mortgaged Properties; (ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies; (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as the case may be, as shall have been obtained or filed, prior to the Closing Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Charter or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report, as applicable, not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business; (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency; (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller, which violation would materially and adversely affect the Seller’s 's condition (financial or otherwise) or operations or any of the Seller’s 's properties or materially and adversely affect the performance of any of its duties hereunder; (ix) [Reserved]; (x) There are no actions or proceedings against, or investigations of the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (a) that, if determined adversely, would prohibit the Seller from entering into this Agreement or the Sale and Servicing Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (c) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement or the Sale and Servicing Agreement; (xxi) The Seller represents and warrants that it did not sell the Mortgage Loans to the Purchaser under this Agreement, with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Purchaser under this Agreement; (xixii) The Seller represents and warrants that it acquired title to the Mortgage Loans in good faith, without notice of any adverse claim thereto; (xiixiii) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (xiiixiv) So The Seller represents, warrants and covenants that so long as the Class A Notes and the Certificates remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)); (xivxv) It is the express intent of the Seller that the conveyance of the Mortgage Loans by the Seller to the Purchaser as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller to the Purchaser of the Mortgage Loans. However, in the event that, notwithstanding the intent of the Seller, the Mortgage Loans or any part thereof are held to continue to be property of the Seller, then this Agreement creates a valid and continuing security interest in the Mortgage Loans in favor of the Purchaser (or its designee), which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Purchaser; (xvxvi) The Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Mortgage Loans granted to the Purchaser hereunder; (xvixvii) All financing statements filed or to be filed against the Seller in favor of the Purchaser in connection herewith describing the Mortgage Loans contain a statement to the following effect: “"A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee;”" (xviixviii) The Seller has taken all steps necessary to perfect its security interest against the Mortgagors in the Mortgaged Properties securing the related Mortgage Loans; and (xviiixix) The Seller has in its possession all original copies of documents that constitute the Mortgage Notes. Such Mortgage Notes do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser pursuant to this Agreement and subsequently to the Indenture Trustee pursuant to the Sale and Servicing Agreement.

Seller Representations and Warranties – General. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is a duly organized and validly existing federal savings bank[ ], in good standing under the laws of the United States [ ] and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans, or (d) the ability to foreclose on the related Mortgaged Properties; (ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies; (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as the case may be, as shall have been obtained or filed, prior to the Closing Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Charter or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report, as applicable, not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business; (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency; (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller, which violation would materially and adversely affect the Seller’s condition (financial or otherwise) or operations or any of the Seller’s properties or materially and adversely affect the performance of any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (a) that, if determined adversely, would prohibit the Seller from entering into this Agreement or the Sale and Servicing Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (c) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s performance of any of its respective obligations under, or the validity or enforceability of, this Agreement or the Sale and Servicing Agreement; (x) The Seller represents and warrants that it did not sell the Mortgage Loans to the Purchaser under this Agreement, with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Purchaser under this Agreement; (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claim thereto; (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (xiii) So long as the Notes and the Certificates remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)); (xiv) It is the express intent of the Seller that the conveyance of the Mortgage Loans by the Seller to the Purchaser as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller to the Purchaser of the Mortgage Loans. However, in the event that, notwithstanding the intent of the Seller, the Mortgage Loans or any part thereof are held to be property of the Seller, then this Agreement creates a valid and continuing security interest in the Mortgage Loans in favor of the Purchaser (or its designee), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Purchaser; (xv) The Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Mortgage Loans granted to the Purchaser hereunder; (xvi) All financing statements filed or to be filed against the Seller in favor of the Purchaser in connection herewith describing the Mortgage Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee;” (xvii) The Seller has taken all steps necessary to perfect its security interest against the Mortgagors in the Mortgaged Properties securing the related Mortgage Loans; and (xviii) The Seller has in its possession all original copies of documents that constitute the Mortgage Notes. Such Mortgage Notes do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser pursuant to this Agreement and subsequently to the Indenture Trustee pursuant to the Sale and Servicing Agreement.this

Seller Representations and Warranties – General. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is a duly organized and validly existing federal savings bank, in good standing under the laws of the United States and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans, or (d) the ability to foreclose on the related Mortgaged Properties; (ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies; (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as the case may be, as shall have been obtained or filed, prior to the Closing Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Charter or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report, as applicable, not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business; (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency; (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller, which violation would materially and adversely affect the Seller’s 's condition (financial or otherwise) or operations or any of the Seller’s 's properties or materially and adversely affect the performance of any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (a) that, if determined adversely, would prohibit the Seller from entering into this Agreement or the Sale and Servicing Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (c) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement or the Sale and Servicing Agreement; (x) The Seller represents and warrants that it did not sell the Mortgage Loans to the Purchaser under this Agreement, with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Purchaser under this Agreement; (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claim thereto; (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (xiii) So long as the Notes and the Certificates remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)); (xiv) It is the express intent of the Seller that the conveyance of the Mortgage Loans by the Seller to the Purchaser as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller to the Purchaser of the Mortgage Loans. However, in the event that, notwithstanding the intent of the Seller, the Mortgage Loans or any part thereof are held to be property of the Seller, then this Agreement creates a valid and continuing security interest in the Mortgage Loans in favor of the Purchaser (or its designee), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Purchaser; (xv) The Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Mortgage Loans granted to the Purchaser hereunder; (xvi) All financing statements filed or to be filed against the Seller in favor of the Purchaser in connection herewith describing the Mortgage Loans contain a statement to the following effect: “"A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee;”" (xvii) The Seller has taken all steps necessary to perfect its security interest against the Mortgagors in the Mortgaged Properties securing the related Mortgage Loans; and (xviii) The Seller has in its possession all original copies of documents that constitute the Mortgage Notes. Such Mortgage Notes do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser pursuant to this Agreement and subsequently to the Indenture Trustee pursuant to the Sale and Servicing Agreement.

Seller Representations and Warranties – General. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is a duly organized and validly existing federal savings bank, in good standing under the laws of the United States and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans, or (d) the ability to foreclose on the related Mortgaged Properties; (ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as the case may be, as shall have been obtained or filed, prior to the Closing Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Charter or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report, as applicable, not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business; (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency; (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller, which violation would materially and adversely affect the Seller’s condition (financial or otherwise) or operations or any of the Seller’s properties or materially and adversely affect the performance of any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (a) that, if determined adversely, would prohibit the Seller from entering into this Agreement or the Sale and Servicing Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (c) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s performance of any of its respective obligations under, or the validity or enforceability of, this Agreement or the Sale and Servicing Agreement; (x) The Seller represents and warrants that it did not sell the Mortgage Loans to the Purchaser under this Agreement, with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Purchaser under this Agreement; (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claim thereto; (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (xiii) So long as the Notes and the Certificates remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)); (xiv) It is the express intent of the Seller that the conveyance of the Mortgage Loans by the Seller to the Purchaser as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller to the Purchaser of the Mortgage Loans. However, in the event that, notwithstanding the intent of the Seller, the Mortgage Loans or any part thereof are held to continue to be property of the Seller, then this Agreement creates a valid and continuing security interest in the Mortgage Loans in favor of the Purchaser (or its designee), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Purchaser; (xv) The Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Mortgage Loans granted to the Purchaser hereunder; (xvi) All financing statements filed or to be filed against the Seller in favor of the Purchaser in connection herewith describing the Mortgage Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee;” (xvii) The Seller has taken all steps necessary to perfect its security interest against the Mortgagors in the Mortgaged Properties securing the related Mortgage Loans; and (xviii) The Seller has in its possession all original copies of documents that constitute the Mortgage Notes. Such Mortgage Notes do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser pursuant to this Agreement and subsequently to the Indenture Trustee pursuant to the Sale and Servicing Agreement.

Seller Representations and Warranties – General. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is a duly organized and validly existing federal savings banknational banking association, in good standing under the laws of the United States and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans, or (d) the ability to foreclose on the related Mortgaged Properties; (ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies; (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as the case may be, as shall have been obtained or filed, prior to the Closing Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Charter Articles of Incorporation or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished famished in writing or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, 'statement or report, as applicable, not misleading; (vi) The transactions contemplated by this Agreement are bona fide, arm’s-length transactions between the Seller and the Purchaser, and are being undertaken in the ordinary course of the Seller’s 's business; (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage LoansLoans as contemplated by this Agreement, nor is the Seller aware of any pending insolvency; (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller, which violation would materially and adversely affect the Seller’s 's condition (financial or otherwise) or operations or any of the Seller’s 's properties or materially and adversely affect the performance of any of its duties hereunder; (ix) The Seller has designated Memphis, Tennessee as the city and state of the Seller's main office in its organization certificate and such designation has not been changed; (x) There are no actions or proceedings against, or investigations of the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (a) that, if determined adversely, would prohibit the Seller from entering into this Agreement or the Sale and Servicing Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (c) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement or the Sale and Servicing Agreement; (xxi) The Seller represents and warrants that it did is not sell selling the Mortgage Loans to the Purchaser under this Agreement, Agreement with any intent to hinder, delay or defraud any of its creditors; creditors and the Seller will not be rendered insolvent as a result in contemplation of the sale of the Mortgage Loans to the Purchaser under this Agreementinsolvency; (xixii) The Seller represents and warrants that it acquired title to the Mortgage Loans in good faith, without notice of any adverse claim thereto; (xiixiii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Purchaser pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (xiiixiv) The Purchase Price constitutes adequate consideration for the security interest granted pursuant to Section 6.07 hereof; (xv) Each of the Credit Policy and Executive Committee of the Seller and the Senior Credit Policy Committee of the Seller has authorized the Seller to enter into transactions of the type contemplated by this Agreement and each such authorization has not been modified or rescinded and is in full force and effect as of the date of this Agreement; and (xvi) So long as the Notes and the Certificates remain outstanding, the Seller will treat this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)); (xiv) It is the express intent of the Seller that the conveyance of the Mortgage Loans by the Seller to the Purchaser as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller to the Purchaser of the Mortgage Loans. However, in the event that, notwithstanding the intent of the Seller, the Mortgage Loans or any part thereof are held to be property of the Seller, then this Agreement creates a valid and continuing security interest in the Mortgage Loans in favor of the Purchaser (or its designee), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Purchaser; (xv) The Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Mortgage Loans granted to the Purchaser hereunder; (xvi) All financing statements filed or to be filed against the Seller in favor of the Purchaser in connection herewith describing the Mortgage Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee;”. (xvii) The Seller has taken all steps necessary to perfect been since the date of its security interest against organization and currently is a national banking association organized solely under the Mortgagors laws of the United States; the organization certificate and articles of association of the Seller designate the State of Tennessee as the state in which the Seller’s main office is located; and the chief executive office of the Seller for the five years immediately preceding the date hereof continuously has been located only in the Mortgaged Properties securing the related Mortgage Loans; and (xviii) The Seller has in its possession all original copies State of documents that constitute the Mortgage Notes. Such Mortgage Notes do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser pursuant to this Agreement and subsequently to the Indenture Trustee pursuant to the Sale and Servicing AgreementTennessee.