Common use of Mortgage-Backed Securities Clause in Contracts

Mortgage-Backed Securities. (a) Except as set forth on Schedule 3.24(a) to the ICH Disclosure Letter, ICH or one of its Subsidiaries is and shall be the sole owner of each of the MBS identified in Schedule 4.24(a) to the ICH Disclosure Letter ("ICH MBS") and the related certificates and other instruments evidencing ownership of the ICH MBS (the "ICH MBS Certificates"), free and clear of any adverse claims, Liens, pledges, assignments, charges or security interests of any nature (including, without limitation, Liens arising under the federal tax laws or ERISA), other than Liens pursuant to repurchase agreements or other warehouse financing. (b) Except as set forth in Schedule 4.24(b) to the ICH Disclosure Letter, neither ICH nor any of its Subsidiaries is in default in the performance of any of its obligations, whether as special servicer or otherwise, under any pooling and servicing agreements, trust and servicing agreements, trust agreements, servicing agreements or other similar documents providing for the creation of the ICH MBS or the servicing of the mortgage loans underlying the ICH MBS (the "ICH Principal MBS Agreements") and has not received any notice of any default by any master or special servicer of any ICH MBS. (c) Except as set forth in Schedule 4.24(c) to the ICH Disclosure Letter, for all ICH MBS, ICH has delivered or made available to ACT a copy of each prospectus, offering circular or private placement memorandum relating to such ICH MBS. (d) Except as set forth in Schedule 4.24(d) to the ICH Disclosure Letter, there are no agreements (other than the ICH Principal MBS Agreements) between ICH or any of its Subsidiaries and the master servicer or any special servicer with respect to any series of ICH MBS. (e) Except as set forth in Schedule 4.24(e) to the ICH Disclosure Letter, there are no agreements between the ICH or any of its Subsidiaries and other holders of any below investment grade ICH MBS. (f) Except as set forth in Schedule 4.24(f) to the ICH Disclosure Letter with respect to each issue of the ICH MBS, ICH or one of its Subsidiaries, as the holder of the majority of the controlling class, has not waived any rights as to any specially serviced mortgage loan. (g) Except as set forth in Schedule 4.24(g) to the ICH Disclosure Letter, with respect to each issue of the ICH MBS, ICH has not determined that any specially serviced assets have become corrected assets and has not received any written notice of any specially serviced assets which have become corrected assets.

Mortgage-Backed Securities. (a) Except as set forth on Schedule 3.24(a) to the ICH ACT Disclosure Letter, ICH ACT or one of its Subsidiaries is and shall be the sole owner of each of the MBS mortgage backed securities ("MBS") identified in Schedule 4.24(a3.24(a) to the ICH ACT Disclosure Letter ("ICH ACT MBS") and the related certificates and other instruments evidencing ownership of the ICH ACT MBS (the "ICH ACT MBS Certificates"), free and clear of any adverse claims, Liens, pledges, assignments, charges or security interests of any nature (including, without limitation, Liens arising under the federal tax laws or ERISA), other than Liens pursuant to repurchase agreements or other warehouse financing. (b) Except as set forth in Schedule 4.24(b3.24(b) to the ICH ACT Disclosure Letter, neither ICH nor ACT or any of its Subsidiaries is in default in the performance of any of its obligations, whether as special servicer or otherwise, under any pooling and servicing agreements, trust and servicing agreements, trust agreements, servicing agreements or other similar documents providing for the creation of the ICH MBS or the servicing of the mortgage loans underlying the ICH MBS (the "ICH ACT Principal MBS Agreements") and has not received any notice of any default by any master or special servicer of any ICH ACT MBS. (c) Except as set forth in Schedule 4.24(c3.24(c) to the ICH ACT Disclosure Letter, for all ICH ACT MBS, ICH ACT has delivered or made available to ACT ICH a copy of each prospectus, offering circular or private placement memorandum relating to such ICH ACT MBS. (d) Except as set forth in Schedule 4.24(d3.24(d) to the ICH ACT Disclosure Letter, there are no agreements (other than the ICH ACT Principal MBS Agreements) between ICH ACT or any of its Subsidiaries and the master servicer or any special servicer with respect to any series of ICH ACT MBS. (e) Except as set forth in Schedule 4.24(e3.24(e) to the ICH ACT Disclosure Letter, there are no agreements between the ICH ACT or any of its Subsidiaries and other holders of any below investment grade ICH ACT MBS. (f) Except as set forth in Schedule 4.24(f3.24(f) to the ICH ACT Disclosure Letter with respect to each issue of the ICH ACT MBS, ICH ACT or one of its Subsidiaries, as the holder of the majority of the controlling class, has not waived any rights as to any specially serviced mortgage loan. (g) Except as set forth in Schedule 4.24(g3.24(g) to the ICH ACT Disclosure Letter, with respect to each issue of the ICH ACT MBS, ICH ACT has not determined that any specially serviced assets have become corrected assets and has not received any written notice of any specially serviced assets which have become corrected assets.