Common use of Assignee Representations and Warranties Clause in Contracts

Assignee Representations and Warranties. The Assignee represents and warrants to, and covenants with, the Assignor and the Seller as of the date hereof that: (a) The Assignee is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to acquire, own and purchase the Specified Mortgage Loans; (b) The Assignee has full corporate power and authority to execute, deliver and perform under this Assignment Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment Agreement is in the ordinary course of the Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee’s charter or by-laws, or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Assignment Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Assignee. This Assignment Agreement has been duly executed and delivered by the Assignee and constitutes the valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its respective terms except as enforceability thereof may be limited by bankruptcy, insolvency, or reorganization or other similar laws now or hereinafter in effect relating to creditor’s rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law; and (c) No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Assignment Agreement, or the consummation by it of the transactions contemplated hereby.

Assignee Representations and Warranties. The Assignee represents and represents, warrants to, and covenants withto the Assignor, the Assignor Seller and the Seller Servicer that, as of the date hereof thathereof: (a) The Assignee is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and is qualified to transact business in and is in good standing under the laws of each state where the mortgaged property of a Specified Mortgage Loan is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification and no demand for such qualification has all requisite corporate power been made upon the Assignee by any state having jurisdiction and authority in any event the Assignee is or will be in compliance with the laws of any such state to acquire, own the extent necessary to insure the enforceability of each mortgage note securing a Specified Mortgage Loan and purchase the assignment of the Specified Mortgage Loans;Loans as contemplated by this Assignment. (b) The Assignee has the full corporate power and authority to execute, deliver and perform under this Assignment Agreementperform, and to consummate the enter into and consummate, all transactions set forth hereincontemplated by this Assignment. The Assignee has the full power and authority to hold and purchase each Specified Mortgage Loan. (c) Neither the acquisition of the Specified Mortgage Loans by the Assignee, the consummation of the transactions contemplated by hereby, nor the fulfillment of or compliance with the terms and conditions of this Assignment Agreement is in the ordinary course of the Assignee’s business and Assignment, will not conflict with, with or result in a breach of, of any of the terms, conditions or provisions of the Assignee’s charter certificate of incorporation or by-laws, bylaws or result in a material breach of any legal restriction or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. (d) The Assignee is an approved seller for Fxxxxx Mxx or Fxxxxxx Mac, in good standing with each such agency, and is a mortgagee approved by the Secretary of HUD pursuant to sections 203 and 211 of the National Housing Act. No event has occurred, including but not limited to, a change in insurance coverage, which would make the Assignee unable to comply with Fxxxxx Mae, Fxxxxxx Mac or HUD-eligibility requirements or which would require notification to Fxxxxx Mae, Fxxxxxx Mac, or HUD. (e) The Assignee does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Assignment and the Agreements. Assignee is solvent and the acquisition of the Specified Mortgage Loans will not cause Assignee to become insolvent. (f) There is no action, suit, proceeding, investigation or litigation pending or, to the best of the Assignee’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Assignee, would adversely affect the acquisition of the Specified Mortgage Loans, or the Assignee’s ability to perform its obligations under this Assignment or the Agreements. (g) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Assignee of or compliance by the Assignee with this Assignment Agreementand the Agreements or the terms of the Specified Mortgage Loans, the acquisition of the Specified Mortgage Loans or the consummation of the transactions contemplated by this Assignment or the Agreements, or if required, such consent, approval, authorization or order has been obtained prior to the date hereof. (h) The consummation of the transactions contemplated by this Assignment and the Agreements are in the ordinary course of business of the Assignee, and the consummation acquisition of the related mortgage notes, the mortgages by the Assignee pursuant to this Assignment are not subject to the bulk transfer or any similar statutory provisions in effect and applicable to this transaction. (i) The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, have been duly authorized by all necessary corporate action and that it has not relied in connection therewith upon any statements or representations of the Assignee. This Assignment Agreement has been duly executed and delivered by the Assignee and constitutes the valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its respective terms except as enforceability thereof may be limited by bankruptcy, insolvency, or reorganization or other similar laws now or hereinafter in effect relating to creditor’s rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law; and (c) No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Assignment Agreement, Seller or the consummation by it of Assignor other than those contained in the transactions contemplated herebyAgreements or this Assignment.

Assignee Representations and Warranties. The ‌ Assignee represents and warrants to, and covenants with, to the Assignor and the Seller that, as of the date hereof thatExecution Date and Transfer Date: (a) The Assignee it is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporationformation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, and has all requisite corporate power and authority except where the failure to acquireso qualify would not have a material adverse effect on its financial condition, its ability to own and purchase its properties or transact its business, or to carry out the Specified Mortgage Loanstransactions contemplated hereby; (b) The Assignee it has all Governmental Approvals necessary for it to legally perform its obligations under this Assignment; (c) it has full corporate power and authority to executecarry on its business as now conducted and to enter into, deliver and perform carry out its obligations under this Assignment AgreementAssignment, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment Agreement is in the ordinary course of the Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee’s charter or by-laws, or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Assignment Agreement, and the consummation by it of the transactions contemplated herebyare within its powers, have been duly authorized by all necessary corporate action and do not violate any of the Assignee. This terms and conditions in its governing documents, any contracts to which it is a party or any Law, rule, regulation, order or the like applicable to it; (d) execution and delivery of this Assignment Agreement has been duly and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (e) this Assignment and each other document executed and delivered by the Assignee and in accordance with this Assignment constitutes the its legally valid and legally binding obligation of the Assignee enforceable against the Assignee it in accordance with its respective terms except terms, subject to any Equitable Defenses; (f) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; (g) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Assignment; (h) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as enforceability thereof may be limited by bankruptcy, insolvency, a result of its entering into or reorganization or other similar laws now or hereinafter performing its obligations under this Assignment; (i) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect relating as of the Execution Date of this Assignment); (j) it has entered into this Assignment in connection with the conduct of its business and it has the capacity or the ability to creditor’s rights generally and by general principles make or take assignment of equity, regardless of whether such enforceability is considered the PPA as provided in a proceeding in equity or in lawthis Assignment; and (ck) No material consentit is acting for its own account, approvalhas made its own independent decision to enter into this Assignment and as to whether this Assignment is appropriate or proper for it based upon its own judgment, order is not relying upon the advice or authorization ofrecommendations of the other Party in so doing, or declarationand is capable of assessing the merits of and understanding, filing or registration withand understands and accepts, any governmental entity is required to be obtained or made by the Assignee in connection with the executionterms, delivery or performance by the Assignee conditions and risks of this Assignment Agreement, or the consummation by it of the transactions contemplated herebyAssignment.

Assignee Representations and Warranties. The Assignee hereby represents and warrants to, and covenants with, to the Assignor and the Seller that as of the date hereof thatTransfer Date: (a) The Assignee it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationWisconsin, and has all requisite the full corporate power power, authority and authority legal right under the laws of such jurisdiction to acquire, own conduct its business as presently conducted and purchase to enter into and perform its obligations under this Agreement and to perform the Specified Mortgage LoansAssumed Obligations; (b) The Assignee it has full corporate power duly authorized, executed and authority to execute, deliver and perform under delivered this Assignment Agreement, and to consummate its performance of this Agreement and the transactions set forth herein. The consummation of the transactions contemplated by this Assignment Agreement is in the ordinary course Assumed Obligations have been duly authorized and constitute legal, valid and binding obligations of the Assignee’s business and will not conflict with, or result enforceable against the Assignee in a breach of, any of the accordance with their terms, conditions except as such enforcement may be limited by bankruptcy, insolvency, reorganization, rehabilitation, liquidation, conservation, dissolution, moratorium or provisions similar laws affecting the rights of creditors generally (including the Assignee’s charter rights of creditors of insurance companies) and by general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or by-laws, or any legal restriction, or any material agreement or instrument to which at law); (c) the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Assignment Agreement, Agreement and the consummation by it performance of the transactions contemplated herebyAssumed Obligations are not in violation of its organizational documents and do not and will not contravene the provisions of, have been duly authorized by all necessary corporate action of or constitute a default under, any material indenture, agreement, long-term lease, license or other agreement or instrument to which the Assignee. This Assignment Agreement has been duly executed Assignee is a party; (d) neither the execution and delivered delivery by the Assignee and constitutes of this Agreement nor the valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its respective terms except as enforceability thereof may be limited by bankruptcy, insolvency, or reorganization or other similar laws now or hereinafter in effect relating to creditor’s rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law; and (c) No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of any of the Assumed Obligations require the Assignee to obtain the consent or approval of, give prior notice to, register with, or take any other action with respect to, any governmental authority or register with or take any other action with respect to any applicable law (other than in the normal course of business) (provided that no representation or warranty is made as to any applicable law to the extent the Assignee may be subject thereto as a result of the activities of the Assignor as a Grantee); (e) there are no pending or, to the knowledge of the Assignee, threatened actions, suits or proceedings against or affecting the Assignee or any of its property before or by any court or administrative agency in respect of this Assignment Agreement, which if adversely determined, will materially adversely affect the financial condition, business or operations of the Assignee or the consummation by it ability of the transactions contemplated herebyAssignee to perform the Assumed Obligations.