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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor warrants and represents to, and covenants with, the Assignee that: (a) The Assignor has full power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of the Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignor’s articles of association or by-laws or any legal restriction, or any material agreement or instrument to which the Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignor or its property is subject. The execution, delivery and performance by the Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of the Assignor. This AAR Agreement has been duly executed and delivered by the Assignor and, upon the due authorization, execution and delivery by the Assignee, will constitute the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. The execution, delivery and performance by the Assignor of this AAR Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this AAR Agreement or (ii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and, if determined adversely to the Assignor, will materially and adversely affect its ability to perform its obligations under this AAR Agreement; (b) The Assignor is the lawful owner of the Assigned Loans with the full right to transfer the Assigned Loans and all of its interests, rights and obligations under the Agreements free from any and all encumbrances, liens, pledges, participation interests, claims or security interests of any nature encumbering the Assigned Loans. Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note related to any Assigned Loan or the related Mortgage or any interest or participation therein; (c) The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage related to any Assigned Loan, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage related to any Assigned Loan, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission; (d) The Assignor has not taken any action that would serve to impair or encumber the Assignor’s ownership interest in the Assigned Loans since the Original Closing Date; (e) The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Agreements or the Assigned Loans; (f) The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Agreements or the Assigned Loans, including without limitation the transfer of the servicing obligations under the Agreements. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Agreements or the Assigned Loans; (g) Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans, any interest in the Assigned Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, any interest in the Assigned Loans or any other similar security from, or otherwise approached or negotiated with respect to the Assigned Loans, any interest in the Assigned Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “Securities Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto; (h) The representations and warranties contained in Section 3.02 of the Servicing Agreement, to the extent they relate to matters arising on or after the Original Closing Date, are true and correct as of the date of this AAR Agreement. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.02 of the Servicing Agreement (i) to the “Cut-off Date” shall be deemed to be a reference to the Assigned Loans Cut-off Date, (ii) to the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit A hereto and (iii) to the “Closing Date” shall be deemed to be a reference to the date of this AAR Agreement; (i) The information set forth on Exhibit A hereto is true and correct. Exhibit A includes the data fields identified on Exhibit E of the Servicing Agreement and the following additional data field: Original Interest Rate, Original Principal and Interest Payment, Origination Date, Minimum Interest Rate, Interest Only Term, Interest Only Expiration Date and Number of Units; (j) There are no balloon payment loans, no Time$aver®Mortgage Loans, Mortgage Loans insured by LPMI Policies, Mortgage Loans secured by Mortgaged Property used for commercial purposes or upon which is erected Manufactured Housing, and no Mortgage Loan is secured by any collateral, pledge account or other security except the lien of the corresponding Mortgage; and (k) The information delivered by the Assignor to the Assignee with respect to the loan loss and delinquency experience with respect to the Mortgage Loans for the twelve (12) months immediately preceding the date of this AAR Agreement is true and correct in all material respects. It is understood and agreed that the representations and warranties set forth in this Section 3 shall survive delivery of the respective Mortgage Files to the Assignee or its designee and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made by the Company in the Agreements. It is further understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained herein or in the Commitment Letter, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor warrants and represents to, and covenants with, the Assignee that: (a) The Assignor has full power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of the Assignor’s 's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignor’s articles of association 's organizational documents or by-laws or any legal restriction, or any material agreement or instrument to which the Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignor or its property is subject. The execution, delivery and performance by the Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of the Assignor. This AAR Agreement has been duly executed and delivered by the Assignor and, upon the due authorization, execution and delivery by the AssigneeAssignee and each Seller and Servicer, will constitute the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ ' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. The execution, delivery and performance by the Assignor of this AAR Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this AAR Agreement or (ii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and, if determined adversely to the Assignor, will materially and adversely affect its ability to perform its obligations under this AAR Agreement; (b) The Assignor is the lawful owner of the Assigned Loans with the full right to transfer the Assigned Loans and all of its interests, rights and obligations under the Agreements free from any and all encumbrances, liens, pledges, participation interests, claims or security interests of any nature encumbering the Assigned Loans. Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note related to any Assigned Loan or the related Mortgage or any interest or participation therein; (c) The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage related to any Assigned Loan, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage related to any Assigned Loan, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission; (d) The Assignor has not taken any action that would serve to impair or encumber the Assignor’s 's ownership interest in the Assigned Loans since the applicable date of the original sale to Assignor (each, an "Original Closing Date"); (e) The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company any Seller or Servicer with respect to the Agreements or the Assigned Loans; (f) The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Agreements or the Assigned LoansAgreements, including without limitation the transfer of the servicing obligations under the Agreements. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, or defaults under, the Agreements or the Assigned LoansAgreements; (g) Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans, any interest in the Assigned Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, any interest in the Assigned Loans or any other similar security from, or otherwise approached or negotiated with respect to the Assigned Loans, any interest in the Assigned Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “"Securities Act”") or which would render the disposition of the Assigned Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto;; and (h) The representations and warranties contained in Section 3.02 3.03 of the Servicing Purchase Agreement, as modified by Section 2(d) of the ACASA with respect to the Additional Collateral Mortgage Loans, to the extent they relate to matters arising on or after the applicable Original Closing Date, are true and correct as of the date of this AAR Agreement. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.02 3.03 of the Servicing Purchase Agreement and Section 2(d) of the ACASA (i) to the “"Cut-off Date” " shall be deemed to be a reference to the Assigned Loans Cut-off Date, (ii) to the “"Mortgage Loan Schedule” " shall be deemed to be a reference to Exhibit A hereto and any other schedules of the Assigned Loans, provided in writing or electronically, providing any data with respect to the Assigned Loans of the type described in the definition of "Mortgage Loan Schedule" provided in the Purchase Agreement, and (iii) to the “Closing "Funding Date” " shall be deemed to be a reference to the date of this AAR Agreement; (i) The information set forth on Exhibit A hereto is true and correct. Exhibit A includes the data fields identified on Exhibit E of the Servicing Agreement and the following additional data field: Original Interest Rate, Original Principal and Interest Payment, Origination Date, Minimum Interest Rate, Interest Only Term, Interest Only Expiration Date and Number of Units; (j) There are no balloon payment loans, no Time$aver®Mortgage Loans, Mortgage Loans insured by LPMI Policies, Mortgage Loans secured by Mortgaged Property used for commercial purposes or upon which is erected Manufactured Housing, and no Mortgage Loan is secured by any collateral, pledge account or other security except the lien of the corresponding Mortgage; and (k) The information delivered by the Assignor to the Assignee with respect to the loan loss and delinquency experience with respect to the Mortgage Loans for the twelve (12) months immediately preceding the date of this AAR Agreement is true and correct in all material respects. It is understood and agreed that the representations and warranties set forth in this Section 3 shall survive delivery of the respective Mortgage Files Loans to the Assignee or its designee and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made made, as to the matters covered in this Section 3, by the Company a Seller in the Agreements. It is further understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained herein or in the Commitment Letterherein, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.