As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller; (ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement; (vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller; (viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and (ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.
Appears in 7 contracts
Samples: Home Loan Purchase Agreement (Residential Funding Mortgage Securities Ii Inc), Home Loan Purchase Agreement (Residential Funding Mortgage Securities Ii Inc), Home Loan Purchase Agreement (Home Loan Trust 2005-Hi2)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, in and to and under the Cut-off Date Loan Balances with respect to the Home Equity Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Equity Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller, and upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances;
(viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred is a member of MERS in good standing, and will comply in all material respects with the Home rules and procedures of MERS in connection with the servicing of the Mortgage Loans to the Purchaser that are registered with any intent to hinder, delay or defraud any of its creditorsMERS.
Appears in 6 contracts
Samples: Home Equity Loan Purchase Agreement (Residential Funding Mortgage Securities Ii Inc), Home Equity Loan Purchase Agreement (Home Equity Loan Trust 2004-Hs3), Home Equity Loan Purchase Agreement (Home Equity Loan Trust 2005-Hs2)
As to the Seller. (i) The Seller (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its assets (ii) is qualified and to transact the business in which it is currently engaged. The Seller is duly qualified to do business good standing as a foreign corporation and is in good standing to do business in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires where such qualification and in which is necessary, except where the failure so to so qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of Seller's ability to enter into this Agreement and each Subsequent Transfer Instrument and to consummate the Sellertransactions contemplated hereby and thereby;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and each Subsequent Transfer Instrument and all of the transactions contemplated under this AgreementAgreement and each Subsequent Transfer Instrument, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed Agreement and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedieseach Subsequent Transfer Instrument;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this AgreementAgreement or any Subsequent Transfer Instrument, except for such consents, licenses, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and each Subsequent Transfer Instrument and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or any Subsequent Transfer Instrument, the Notes or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this AgreementAgreement or any Subsequent Transfer Instrument;
(vi) This Agreement constitutes a and each Subsequent Transfer Instrument constitute the legal, valid and binding obligation obligations of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser Company of all right, title and interest of the Seller in, in and to and under the Home Cut-off Date Principal Balance of the Initial Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances Principal Balance of the Initial Mortgage Loans and this Agreement and the related Subsequent Transfer Instrument constitute a valid transfer and assignment to the Issuer of all right, title and interest of the Seller in and to the Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans, all monies due or to become due with respect to the Home Loans thereto, and all proceeds of such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets Subsequent Cut-off Date Principal Balance of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;Subsequent Mortgage Loans; and
(viii) The Seller is not in default with respect to any order or decree of any court or any order, order or regulation or demand or of any federal, state, municipal state or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.
Appears in 3 contracts
Samples: Home Equity Loan Purchase Agreement (Pacificamerica Money Center Inc), Home Equity Loan Purchase Agreement (Pacificamerica Money Center Inc), Home Equity Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate in any material respect any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement Agreement, the Notes or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, in and to and under the Cut-off Date Loan Balances with respect to the Home Equity Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Equity Loans and such funds as are from time to time deposited in the Custodial Collection Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "TrustTrust Estate" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;, and with respect to the Revolving Credit Loans, upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust Estate" relating to the Additional Balances; and
(viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.
Appears in 2 contracts
Samples: Home Equity Loan Purchase Agreement (Morgan Stanley Abs Capital I Inc MSDWCC Heloc Trust 2003-1), Home Equity Loan Purchase Agreement (Heloc Asset-Backed Notes Series 2003-2)
As to the Seller. (i1) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware its incorporation and has the has, and had at all relevant times, full corporate power to sell the Mortgage Loans, to own its assets property, to carry on its business as presently conducted and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver enter into and perform its obligations under this Agreement;
(2) The execution and delivery of this Agreement by the Seller and the Seller's performance of and compliance with the terms of this Agreement will not violate the Seller's articles of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or any of its assets;
(3) The Seller has the full power and authority to enter into and consummate all of the transactions contemplated under by this AgreementAgreement to be consummated by it, and has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement. When , and has duly executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of delivered this Agreement. This Agreement, except for such consentsassuming due authorization, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Sellerother parties hereto, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement constitutes a legalvalid, valid legal and binding obligation of the Seller, enforceable against the Seller it in accordance with its termsthe terms hereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors' rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;
(viii4) The Seller is not in default violation of, and the execution and delivery of this Agreement by the Seller and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to to, any order or decree of any court or any order, order or regulation or demand or of any federal, state, municipal or governmental agencyagency having jurisdiction, which default might have consequences that violation would materially and adversely affect the condition (financial or otherotherwise) or operations of the Seller or any of its properties or might have consequences that would materially and adversely affect the performance of any of its performance duties hereunder; and;
(ix5) There are no actions or proceedings against, or investigations of, the Seller pending or, to the knowledge of the Seller, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Seller of any of its obligations under, or the validity or enforceability of, this Agreement;
(6) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement, or for the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date;
(7) The Seller has did not transferred sell the Home Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Purchaser;
(8) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claim;
(9) No Officer's Certificate, statement, report or other document prepared by the Seller and furnished or to be furnished by it pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact;
(10) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction;
(11) The transactions contemplated by this Agreement are in the ordinary course of business of the Seller; and
(12) The Seller has caused or hereby agrees to cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Indenture Trustee in any insurance policies applicable to the Mortgage Loans, including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Indenture Trustee.
Appears in 2 contracts
Samples: Servicing Agreement (Renaissance Home Equity Loan Trust 2005-1), Mortgage Loan Sale and Contribution Agreement (Renaissance Home Equity Loan Trust 2005-1)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction governing its creation and existence and is or will be in compliance with the laws of Delaware and has the corporate power to own its assets and to transact the business each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business as a foreign corporation and is in good standing in the extent necessary to ensure the enforceability of each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the SellerMortgage Loan;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and each Subsequent Transfer Agreement and all of the transactions contemplated under this Agreement and each Subsequent Transfer Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and each Subsequent Transfer Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any Subsequent Transfer Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Seller's Certificate of Incorporation or Bylaws of the Seller, or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of of, any mortgagematerial contract, indenture, contract agreement or other agreement instrument to which the Seller is a party or by which may be applicable to the Seller may be boundor any of its assets;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which any Subsequent Transfer Agreement that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement or any Subsequent Transfer Agreement;
(vi) [Reserved];
(vii) This Agreement and each Subsequent Transfer Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity)) or by public policy with respect to indemnification under applicable securities laws;
(viiviii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, in and to the Initial Mortgage Loans (including the Cut-Off Balance now existing and all Additional Balances thereafter arising to and under including the Home Loansday immediately preceding the Rapid Amortization Period, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Off Date Loan Principal Balances with respect to the Home Initial Mortgage Loans; and this Agreement and the related Subsequent Transfer Agreement, when executed, will constitute a valid transfer and assignment to the Issuer of all right, title and interest of the Seller in and to the Subsequent Mortgage Loans (including the Cut-Off Balances existing on the related Subsequent Cut-Off Date and thereafter arising to and including the date immediately preceding the Rapid Amortization Period), all monies due or to become due with respect thereto, and all proceeds of such Subsequent Cut-Off Date Principal Balances and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;, and upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser (or the Issuer in the case of any Additional Balances relating to Subsequent Mortgage Loans) of all right, title and interest of the Seller in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances; and
(viiiix) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.;
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (Residential Asset Mortgage Products Inc), Mortgage Loan Purchase Agreement (Residential Asset Mortgage Products Inc)
As to the Seller. (i1) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware its incorporation and has the has, and had at all relevant times, full corporate power to sell the Mortgage Loans, to own its assets property, to carry on its business as presently conducted and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver enter into and perform its obligations under this Agreement;
(2) The execution and delivery of this Agreement by the Seller and the Seller’s performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or any of its assets;
(3) The Seller has the full power and authority to enter into and consummate all of the transactions contemplated under by this AgreementAgreement to be consummated by it, and has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement. When , and has duly executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of delivered this Agreement. This Agreement, except for such consentsassuming due authorization, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Sellerother parties hereto, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement constitutes a legalvalid, valid legal and binding obligation of the Seller, enforceable against the Seller it in accordance with its termsthe terms hereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors' rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;
(viii4) The Seller is not in default violation of, and the execution and delivery of this Agreement by the Seller and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to to, any order or decree of any court or any order, order or regulation or demand or of any federal, state, municipal or governmental agencyagency having jurisdiction, which default might have consequences that violation would materially and adversely affect the condition (financial or otherotherwise) or operations of the Seller or any of its properties or might have consequences that would materially and adversely affect the performance of any of its performance duties hereunder; and;
(ix5) There are no actions or proceedings against, or investigations of, the Seller pending or, to the knowledge of the Seller, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Seller of any of its obligations under, or the validity or enforceability of, this Agreement;
(6) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement, or for the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date;
(7) The Seller has did not transferred sell the Home Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Purchaser;
(8) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claim;
(9) No Officer’s Certificate, statement, report or other document prepared by the Seller and furnished or to be furnished by it pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact;
(10) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction;
(11) The transactions contemplated by this Agreement are in the ordinary course of business of the Seller; and
(12) The Seller has caused or hereby agrees to cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Indenture Trustee in any insurance policies applicable to the Mortgage Loans, including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Indenture Trustee.
Appears in 2 contracts
Samples: Mortgage Loan Sale and Contribution Agreement (Renaissance Home Equity Loan Trust 2007-1), Mortgage Loan Sale and Contribution Agreement (Renaissance Home Equity Loan Trust 2006-1, Home Equity Loan Asset-Backed Notes, Series 2006-1)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware [_______________] and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate [Certificate/Articles] of Incorporation or Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;; and
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;.
(vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, in and to and under the Home Cut-off Date Asset Balances with respect to the applicable [Contracts] [Mortgage Loans], all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans [Contracts] [Mortgage Loans] and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;
(viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller [Master] Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.;
Appears in 1 contract
Samples: Loan Purchase Agreement (Homepride Mortgage Finance Corp)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;; and
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates Securities or B-2 Notes which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;.
(vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under to the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Grantor Trust and all other property specified in the definition of "Grantor Trust" as being part of the corpus of the Grantor Trust conveyed to the Purchaser by the Seller;; and
(viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.
Appears in 1 contract
Samples: Home Loan Purchase Agreement (Residential Funding Mortgage Securities Ii Inc)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate in any material respect any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement Agreement, the Notes or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, in and to and under the Cut-off Date Loan Balances with respect to the Home Equity Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Equity Loans and such funds as are from time to time deposited in the Custodial Collection Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "TrustTrust Estate" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller, and with respect to the Revolving Credit Loans, upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust Estate" relating to the Additional Balances;
(viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser dealt with any intent broker, investment banker, agent or other person, except Purchaser or Seller's affiliates, who may be entitled to hinderany commission or compensation in connection with the sale of the Mortgage Loans, delay or defraud any of its creditorsexcept as has been heretofore disclosed to Purchaser.
Appears in 1 contract
Samples: Home Equity Loan Purchase Agreement (Morgan Stanley ABS Capital I Inc. MSDWCC HELOC Trust 2005-1)
As to the Seller. (i) The Seller (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Maryland and has the corporate power to own its assets (ii) is qualified and to transact the business in which it is currently engaged. The Seller is duly qualified to do business good standing as a foreign corporation and is in good standing to do business in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires where such qualification and in which is necessary, except where the failure so to so qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of Seller's ability to enter into this Agreement and to consummate the Sellertransactions contemplated hereby and thereby;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement Agreement, the Notes or the Equity Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement constitutes a the legal, valid and binding obligation obligations of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, in and to and under the Home Loansprincipal balance of the Mortgage Loans as of the Cut-off Date, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets principal balance of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the SellerMortgage Loans;
(viii) The Seller is not in default with respect to any order or decree of any court or any order, order or regulation or demand or of any federal, state, municipal state or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans Master Servicer, any Servicer or any Subservicer who will be servicing any Mortgage Loan pursuant to the Purchaser with any intent related Servicing Agreements or Subservicing Agreements is qualified to hinderdo business in all jurisdictions in which its activities as the Master Servicer, delay such Servicer or defraud any such Subservicer of its creditorsthe Mortgage Loans serviced by it require such qualifications except where failure to be so qualified will not have a material adverse effect on such servicing activities.
Appears in 1 contract
Samples: Ownership Transfer Agreement (Salomon Br Mor Sec Vii Inc Series 1998-11)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;
(viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
and (ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.
Appears in 1 contract
Samples: Home Loan Purchase Agreement (Residential Funding Mortgage Securities Ii Inc)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of [TPW: NY01:631055.6] 16069-00438 02/04/98 11:01AM the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, in and to and under the Home Cut-off Date Loan Balances with respect to the Revolving Credit Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Revolving Credit Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;, and upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Additional Balances, all monies [TPW: NY01:631055.6] 16069-00438 02/04/98 11:01AM due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances; and
(viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.
Appears in 1 contract
Samples: Revolving Credit Loan Purchase Agreement (Residential Funding Mortgage Securities Ii Inc)
As to the Seller. (i) The Seller (i) is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of Delaware Virginia and has the corporate power to own its assets (ii) is qualified and to transact the business in which it is currently engaged. The Seller is duly qualified to do business good standing as a foreign corporation and is in good standing to do business in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires where such qualification and in which is necessary, except where the failure so to so qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of Seller's ability to enter into this Purchase Agreement and to consummate the Sellertransactions contemplated hereby and thereby;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Purchase Agreement and all of the transactions contemplated under this Purchase Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Purchase Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Purchase Agreement, except for such consents, licenses, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Purchase Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or Purchase Agreement, the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Purchase Agreement;
(vi) This Purchase Agreement constitutes a the legal, valid and binding obligation obligations of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Purchase Agreement constitutes a valid transfer and assignment to the Purchaser Company of all right, title and interest of the Seller in, in and to and under the Home Cut-off Date Principal Balance of the Closing Date Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets Principal Balance of the Trust Closing Date Mortgage Loans, and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Sellerthis Purchase Agreement;
(viii) The Seller is not in default with respect to any order or decree of any court or any order, order or regulation or demand or of any federal, state, municipal state or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans Servicer or any Subservicer who will be servicing any Mortgage Loan pursuant to the Purchaser with any intent Pooling and Servicing Agreement or a Subservicing Agreement is qualified to hinder, delay do business in all jurisdictions in which its activities as Servicer or defraud any Subservicer of its creditorsthe Mortgage Loans serviced by it require such qualifications except where failure to be so qualified will not have a material adverse effect on such servicing activities.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Novastar Mortgage Funding Corp Series 2002-2)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates Certificate which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Grantor Trust and all other property specified in the definition of "Grantor Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;
(viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.
Appears in 1 contract
Samples: Home Loan Purchase Agreement (Residential Funding Mortgage Securities Ii Inc)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction governing its creation and existence and is or will be in compliance with the laws of Delaware and has the corporate power to own its assets and to transact the business each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business as a foreign corporation and is in good standing in the extent necessary to ensure the enforceability of each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the SellerMortgage Loan;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Seller's Certificate of Incorporation or Bylaws of the Seller, or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of of, any mortgagematerial contract, indenture, contract agreement or other agreement instrument to which the Seller is a party or by which may be applicable to the Seller may be boundor any of its assets;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) [Reserved];
(vii) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity)) or by public policy with respect to indemnification under applicable securities laws;
(viiviii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller inin and to the Mortgage Loans, including the Cut-Off Date Principal Balances with respect to and under the Home Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Off Date Loan Principal Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;Mortgage Loans; and
(viiiix) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.;
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Residential Asset Mortgage Products Inc)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction governing its creation and existence and is or will be in compliance with the laws of Delaware and has the corporate power to own its assets and to transact the business each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business as a foreign corporation and is in good standing in the extent necessary to ensure the enforceability of each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the SellerHome Loan;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and each Subsequent Transfer Agreement and all of the transactions contemplated under this Agreement and each Subsequent Transfer Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and each Subsequent Transfer Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any Subsequent Transfer Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Seller's Certificate of Incorporation or Bylaws of the Seller, or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of of, any mortgagematerial contract, indenture, contract agreement or other agreement instrument to which the Seller is a party or by which may be applicable to the Seller may be boundor any of its assets;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which any Subsequent Transfer Agreement that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement or any Subsequent Transfer Agreement;
(vi) [Reserved];
(vii) This Agreement and each Subsequent Transfer Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity)) or by public policy with respect to indemnification under applicable securities laws;
(viiviii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller inin and to the Initial Home Loans, including the Cut-Off Date Principal Balances with respect to and under the Initial Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Off Date Loan Principal Balances with respect to the Initial Home Loans Loans; and this Agreement and the related Subsequent Transfer Agreement, when executed, will constitute a valid transfer and assignment to the Issuer of all right, title and interest of the Seller in and to the Subsequent Home Loans, including the Cut-Off Date Principal Balances of the Subsequent Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Subsequent Cut-Off Date Principal Balances and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;; and
(viiiix) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherotherwise) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.;
Appears in 1 contract
Samples: Home Loan Purchase Agreement (Residential Asset Mortgage Products Inc)
As to the Seller. (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the Certificate of Incorporation or Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, in and to and under the Home Cut-off Date Loan Balances with respect to the Revolving Credit Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Revolving Credit Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller;, and upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances; and
(viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; and
(ix) The Seller has not transferred the Home Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors.
Appears in 1 contract
Samples: Revolving Credit Loan Purchase Agreement (Residential Funding Mortgage Securities Ii Inc)
