(a) Due Organization, Qualification, Power, Authority and Due Authorization. Each of Seller and REO Subsidiary (w) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (x) has qualified to do business in each jurisdiction in which it is legally required to do so, (y) has the power and authority under its certificate of incorporation, bylaws (or, in the case of the REO Subsidiary, its certificate of formation and the LLC Agreement) and applicable law to enter into this Agreement and the Program Documents and to perform all acts contemplated hereby and thereby or in connection herewith and therewith and (z) this Agreement and the Program Documents and the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and do not require any additional approvals or consents or other action by, or any notice to or filing with, any Person other than any that have heretofore been obtained, given or made. Seller’s location (within the meaning of Article 9 of the UCC) is Delaware and its address for UCC purposes is 14405 Walters Road, Suite 200, Houston, TX 77014.
(b) Noncontravention. The consummation of the transactions contemplated by this Agreement and Program Documents are in the ordinary course of business of Seller and REO Subsidiary and will not conflict with, result in the breach of or violate any provision of the charter, by-laws, certification of formation or limited liability company agreement (as applicable) of Seller or REO Subsidiary or result in the breach of any provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture, loan or credit agreement or other instrument to which Seller or REO Subsidiary, the Purchased Assets or any of Seller’s or REO Subsidiary’s Property is or may be subject to, or result in the violation of any law, rule, regulation, order, judgment or decree to which Seller or REO Subsidiary, the Purchased Assets or Seller’s or REO Subsidiary’s Property is subject. Without limiting the generality of the foregoing, the consummation of the Transactions will not violate any policy, regulation or guideline of the FHA or result in the voiding or reduction of the FHA insurance in respect of any Mortgage Loan or REO Property, and such FHA insurance is in full force and effect or shall be in full force and effect as required by the Agency Guide.
(c) Legal Proceeding. There is no unstayed action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body pending or, to Seller’s knowledge, threatened against or affecting Seller or REO Subsidiary (or, to Seller’s knowledge, any basis therefor) wherein an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of this Agreement, the Program Documents or any material agreement or instrument to which Seller or REO Subsidiary is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby, would adversely affect the proceedings of Seller or REO Subsidiary in connection herewith or would or could materially and adversely affect Seller’s or REO Subsidiary’s ability to carry out its obligations hereunder.