or other Mortgage Loans with substantially identical
terms to Seller pursuant to Paragraph 3 or 4.
10.
REPRESENTATIONS AND WARRANTIES.
(A)
TO INDUCE BUYER TO ENTER INTO THIS AGREEMENT
AND THE TRANSACTIONS HEREUNDER, SELLER REPRESENTS AND WARRANTS AS OF THE DATE OF
THIS AGREEMENT AND AS OF EACH PURCHASE DATE THAT EACH OF THE FOLLOWING
STATEMENTS IS AND SHALL REMAIN TRUE AND CORRECT THROUGHOUT THE TERM OF THIS
AGREEMENT AND UNTIL ALL OBLIGATIONS, LIABILITIES AND INDEBTEDNESS OF SELLER
UNDER THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARE PAID IN FULL.
(I)
REPRESENTATIONS AND WARRANTIES
CONCERNING PURCHASED MORTGAGE LOANS.
BY EACH DELIVERY OF A CONFIRMATION, SELLER
SHALL BE DEEMED, AS OF THE PURCHASE DATE OF THE DESCRIBED SALE OF EACH PURCHASED
MORTGAGE LOAN (OR, IF ANOTHER DATE IS EXPRESSLY PROVIDED IN SUCH REPRESENTATION
OR WARRANTY, AS OF SUCH OTHER DATE), AND AS OF EACH DATE THEREAFTER THAT SUCH
PURCHASED MORTGAGE LOAN REMAINS SUBJECT TO THIS AGREEMENT, TO REPRESENT AND
WARRANT THAT EACH PURCHASED MORTGAGE LOAN THEN SOLD TO BUYER IS AN ELIGIBLE
MORTGAGE LOAN.
30
(II)
ORGANIZATION AND GOOD STANDING.
EACH OF
SELLER AND ITS SUBSIDIARIES IS A CORPORATION OR OTHER LEGAL ENTITY DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION UNDER WHICH IT WAS ORGANIZED, HAS FULL LEGAL POWER AND AUTHORITY TO
OWN ITS PROPERTY AND TO CARRY ON ITS BUSINESS AS CURRENTLY CONDUCTED, AND IS
DULY QUALIFIED AS A FOREIGN CORPORATION OR ENTITY TO DO BUSINESS AND IS IN GOOD
STANDING IN EACH JURISDICTION IN WHICH THE TRANSACTION OF ITS BUSINESS MAKES
SUCH QUALIFICATION NECESSARY, EXCEPT IN JURISDICTIONS, IF ANY, WHERE A FAILURE
TO BE IN GOOD STANDING HAS NO MATERIAL ADVERSE EFFECT ON THE BUSINESS,
OPERATIONS, ASSETS OR FINANCIAL CONDITION OF SELLER OR ANY SUCH SUBSIDIARY.
FOR
THE PURPOSES HEREOF, GOOD STANDING SHALL INCLUDE QUALIFICATION FOR ANY AND ALL
LICENSES AND PAYMENT OF ANY AND ALL TAXES REQUIRED IN THE JURISDICTION OF ITS
ORGANIZATION AND IN EACH JURISDICTION IN WHICH SELLER OR A SUBSIDIARY TRANSACTS
BUSINESS.
SELLER HAS NO SUBSIDIARIES EXCEPT THOSE IDENTIFIED BY SELLER TO BUYER
IN EXHIBIT G.
WITH RESPECT TO SELLER AND EACH SUCH SUBSIDIARY, EXHIBIT G
CORRECTLY STATES ITS NAME AS IT APPEARS IN ITS ARTICLES OF FORMATION FILED IN
THE JURISDICTION OF ITS ORGANIZATION, ADDRESS, PLACE OF ORGANIZATION, EACH STATE
IN WHICH IT IS QUALIFIED AS A FOREIGN CORPORATION OR ENTITY, AND IN THE CASE OF
THE SUBSIDIARIES, THE PERCENTAGE OWNERSHIP (DIRECT OR INDIRECT) OF SELLER IN
SUCH SUBSIDIARY.
(III)
AUTHORITY AND CAPACITY.
SELLER HAS ALL
REQUISITE POWER, AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT AND EACH
OTHER TRANSACTION DOCUMENT AND TO PERFORM THE OBLIGATIONS REQUIRED OF IT
HEREUNDER AND THEREUNDER.
THIS AGREEMENT CONSTITUTES A VALID AND LEGALLY
BINDING AGREEMENT OF SELLER ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, MORATORIUM,
REORGANIZATION, CONSERVATORSHIP AND SIMILAR LAWS, AND BY EQUITABLE PRINCIPLES.
NO CONSENT, APPROVAL, AUTHORIZATION, LICENSE OR ORDER OF OR REGISTRATION OR
FILING WITH, OR NOTICE TO, ANY GOVERNMENTAL