CONGRATULATIONS! - SWMC.com - Sun West Mortgage Company ...

n. Securitization. Seller recognizes that it is SWMC's intent to securitize some or all ofthe loans sold to SWMC by seller. Seller agrees to provide SWMC with all informationconcerning seller generally, and, if applicable, seller's servicing experience, as SWMCreasonably requests for inclusion in a prospectus or private placement memorandumpublished in connection with such securitization. Seller further agrees to cooperatefully with SWMC, rating agencies, attorneys, bond insurers, purchasers of loans orany other parties that may be involved in the sale or securitization of any loan,including, without limitation, all cooperation as may be necessary in order toaccommodate due diligence activity.o. Affiliated Providers. At the time of loan submission to SWMC, B/C shall provide acomplete written disclosure of its relationship with any Affiliated Service Provider thatprovides services in connection with the Mortgage Loan.p. SWMC’s Diligence. Notwithstanding anything to the contrary in this Agreement, thefailure of SWMC to identify or discover any deficiency or error with respect to anyMortgage Loan or failure to otherwise reject any such Mortgage Loan will not releaseB/C from its obligations to provide any other required documentation or correct anyerrors in accordance with the provisions of this Agreement, nor impair or diminish therights of SWMC or any of its successors under this Agreement with respect to abreach of the representations and warranties contained in this Agreement, includingbut not limited to SWMC’s or any of its successors’ rights to demand repurchase,indemnity or other relief or remedy provided for in this Agreement.3. REPRESENTATIONS AND WARRANTIESa. General Representations and Warranties. B/C represents, warrants, and covenantsto SWMC as follows:i. It is duly organized and existing, in good standing pursuant to the laws of thestate of its organization.ii.iii.iv.The execution, delivery and performance of this Agreement by B/C do not,and shall not, violate any provision of any law, rule, regulation, order, writ,judgment, injunction, decree, determination or award now or hereafterapplying to B/C.It has the requisite authority and capacity to enter into this Agreement, suchthat compliance with the terms and conditions of this Agreement does notviolate any provision of B/C's Articles of Incorporation, By-Laws, PartnershipAgreements or any other organizational or existential document.The terms, conditions and performance of this Agreement do not and shall notviolate any instrument relating to the conduct of B/C's business or any otheragreement to which B/C is a party.v. This Agreement constitutes, when duly executed and delivered by B/C, alegal, valid and binding obligation of B/C, enforceable against B/C according toits terms.vi.vii.There are to B/C's knowledge, no actions, suits or proceedings pending orthreatened against or affecting B/C or any of its assets before any court orgovernmental department, commission, board, bureau, agency orinstrumentality, domestic or foreign, (A) which if determined adversely toB/C, would have a material adverse affect on the financial condition oroperations of B/C; or (B) which involve the Mortgage Loan, the mortgagedproperty, or the borrower.At all times during the term of this Agreement, B/C, its employees andofficers, and each of them, have and shall maintain all applicable licenses inInitials:________ BC App Ver. 7.7 10/06/2014 Page 10