UNDER THE LAWS OF MARYLAND.
THE SELLERS (A) HAVE ALL REQUISITE
CORPORATE OR OTHER POWER, AND HAVE ALL GOVERNMENTAL LICENSES, AUTHORIZATIONS,
CONSENTS AND APPROVALS NECESSARY TO OWN THEIR RESPECTIVE ASSETS AND CARRY ON
THEIR RESPECTIVE BUSINESSES AS NOW BEING OR AS PROPOSED TO BE CONDUCTED, EXCEPT
WHERE THE LACK OF SUCH LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS WOULD
NOT BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT; (B) ARE QUALIFIED TO
DO BUSINESS AND IS IN GOOD STANDING IN ALL OTHER JURISDICTIONS IN WHICH THE
NATURE OF THE BUSINESS CONDUCTED BY IT MAKES SUCH QUALIFICATION NECESSARY,
EXCEPT WHERE FAILURE SO TO QUALIFY WOULD NOT BE REASONABLY LIKELY (EITHER
INDIVIDUALLY OR IN THE AGGREGATE) TO HAVE A MATERIAL ADVERSE EFFECT; AND (C)
HAVE FULL POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM THEIR RESPECTIVE
OBLIGATIONS UNDER THE REPURCHASE DOCUMENTS.
(E)
AUTHORIZATION, COMPLIANCE, ETC.
THE
EXECUTION AND DELIVERY OF, AND THE PERFORMANCE BY THE SELLERS OF THEIR
OBLIGATIONS UNDER, THE REPURCHASE DOCUMENTS TO WHICH THEY ARE PARTIES (A) ARE
WITHIN THE SELLERS' POWERS, (B) HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE
ACTION, (C) DO NOT VIOLATE ANY PROVISION OF APPLICABLE LAW, RULE OR REGULATION,
OR ANY ORDER, WRIT, INJUNCTION OR DECREE OF ANY COURT OR OTHER GOVERNMENTAL
AUTHORITY, OR THEIR RESPECTIVE ORGANIZATIONAL DOCUMENTS, (D) DO NOT VIOLATE ANY
INDENTURE, AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH THE SELLERS ARE PARTIES,
OR BY WHICH THEY OR ANY OF THEIR PROPERTIES, ANY OF THE REPURCHASE ASSETS ARE
BOUND OR TO WHICH THEY ARE SUBJECT AND (E) ARE NOT IN CONFLICT WITH, DO NOT
RESULT IN A BREACH OF, OR CONSTITUTE (WITH DUE NOTICE OR LAPSE OF TIME OR BOTH)
A DEFAULT UNDER, OR EXCEPT AS MAY BE PROVIDED BY ANY REPURCHASE DOCUMENT, RESULT
IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE PROPERTY OR ASSETS OF
THE SELLERS PURSUANT TO, ANY SUCH INDENTURE, AGREEMENT, DOCUMENT OR INSTRUMENT.
THE SELLERS ARE NOT REQUIRED TO OBTAIN ANY CONSENT, APPROVAL OR AUTHORIZATION
FROM, OR TO FILE ANY DECLARATION OR STATEMENT WITH, ANY GOVERNMENTAL AUTHORITY
IN CONNECTION WITH OR AS A CONDITION TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN AND THE EXECUTION, DELIVERY OR PERFORMANCE OF THE REPURCHASE
DOCUMENTS TO WHICH IT IS A PARTY.
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(F)
LITIGATION. ON THE DATE HEREOF, THERE ARE
NO ACTIONS, SUITS, ARBITRATIONS, INVESTIGATIONS (INCLUDING, WITHOUT LIMITATION,
ANY OF THE FOREGOING WHICH ARE PENDING OR THREATENED) OR OTHER LEGAL OR
ARBITRABLE PROCEEDINGS AFFECTING THE SELLERS OR ANY OF THEIR SUBSIDIARIES OR
AFFECTING ANY OF THE REPURCHASE ASSETS OR ANY OF THE OTHER PROPERTIES OF THE
SELLERS BEFORE ANY GOVERNMENTAL AUTHORITY WHICH (I) QUESTIONS OR CHALLENGES THE
VALIDITY OR ENFORCEABILITY OF THE REPURCHASE DOCUMENTS OR ANY ACTION TO BE TAKEN
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, (II) INDIVIDUALLY OR IN
THE AGGREGATE, IF ADVERSELY DETERMINED, WOULD HAVE A MATERIAL ADVERSE EFFECT, OR
(III) REQUIRES FILING WITH THE SEC IN ACCORDANCE WITH ITS REGULATIONS.
(G)
PURCHASED MORTGAGE LOANS.
(I)
NEITHER SELLER HAS ASSIGNED, PLEDGED, OR
OTHERWISE CONVEYED OR ENCUMBERED ANY