Common use of Representations and Warranties Concerning Collateral Clause in Contracts

Representations and Warranties Concerning Collateral. Each Obligor represents and warrants to the Bank, as of the date hereof, the date of each Advance, Credit Product, Derivative Transaction or Other Product, and the date of delivery of each collateral report required under Section 3.06(A) hereof, as follows: (A) The Obligor owns and has marketable title to the Collateral pledged by it hereunder and has the right and authority to grant a security interest in such Collateral and to subject all of such Collateral to this Agreement; (B) The information given from time to time by the Obligor as to each item of Collateral pledged by it hereunder is true, accurate and complete in all material respects; (C) The Obligors own Qualifying Collateral with a Lendable Collateral Value at least equal to the Collateral Maintenance Level; (D) The lien of the Residential First Mortgage Collateral, Commercial Mortgage Collateral and Multifamily Mortgage Collateral on the real property securing such Collateral is a first, prior and perfected lien under applicable law; (E) The Obligor has not conveyed or otherwise created, and there does not otherwise exist, any participation interest or other direct, indirect, legal, or beneficial interest, lien or encumbrance in any Collateral on the part of any Person other than the Bank and the Obligor, except that the Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A), and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A); provided, however, any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, must be at fair market value and on terms and conditions that are fair and reasonable to such Obligor; (F) To the best knowledge of the Obligor, after reasonable inquiry, no account debtor or other obligor owing any obligation to the Obligor with respect to any Qualifying Collateral necessary to meet the collateral maintenance requirement in Section 3.03(A) hereof, or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), has or shall have any defenses, offsetting claims, or other rights affecting the right of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, and no defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default) exist under any such Qualifying Collateral; provided, however, that promptly upon discovery by the Bank or the Obligor of any such defenses, offsetting claims, rights affecting the rights of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, or any defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default), in addition to any other remedies of the Bank under this Agreement, the Obligor shall replace such items of Collateral not in compliance with the provisions of this Section 3.02(F) with an equal amount of Qualifying Collateral meeting all requirements of this Agreement and the Credit and Collateral Policy; and (G) To the best knowledge of the Obligor, after reasonable inquiry, no part of any real property or interest in real property that is included within the Collateral contains or is subject to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 X.X.X. §0000, et seq.; the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could reasonably subject the Bank to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein.

Representations and Warranties Concerning Collateral. Each Obligor represents The Borrowers represent and warrants warrant to the BankAgent and the Lenders, as of the date hereof, of this Agreement and as of the date of each Advance Request and the making of each Advance, Credit Productthat: 8.2.1 The Borrowers have not selected the Collateral in a manner so as to affect adversely the Lenders’ interests. 8.2.2 The Borrowers are the legal and equitable owners and holders, Derivative Transaction free and clear of all Liens (other than Liens granted under this Agreement and assignments of Mortgages to Xxxxxx Xxx and Xxxxxxx Mac, which Xxxxxx Mae and Xxxxxxx Mac, as applicable, have agreed to assign back to the Agent if Xxxxxx Mae or Other ProductXxxxxxx Mac, as applicable, do not acquire the corresponding Pledged Asset), of the Pledged Assets. All Pledged Assets and related Purchase Commitments have been duly authorized and validly issued to the Borrowers, and all of the foregoing items of Collateral comply with all of the requirements of this Agreement, and have been and will continue to be validly pledged or assigned to the Agent, subject to no other Liens. 8.2.3 The Borrowers have, and will continue to have, the full right, power and authority to pledge the Collateral pledged and to be pledged by it under this Agreement. 8.2.4 Each Mortgage Loan and each related document included in the Pledged Loans (a) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (b) has been made in compliance with all applicable Legal Requirements (including all laws, rules and regulations relating to usury), (c) is and will continue to be a legal, valid and binding obligation, enforceable in accordance with its terms, without setoff, counterclaim or defense in favor of the mortgagor under the Mortgage Loan or any other obligor on the Mortgage Note, and (d) has not been modified, amended or any requirements of which waived, except in a writing that is part of the Collateral Documents. No party to any Mortgage Loan or any Collateral Document is in violation of any Legal Requirement if the violation would impair the collectibility of the Mortgage Loan or the performance by the mortgagor or any other obligor of its obligations under the Mortgage Note or any related Collateral Document. 8.2.5 Each Pledged Loan is secured by a Mortgage on real property located in one of the states of the United States or the District of Columbia. 8.2.6 Each Pledged Loan has been closed or will be closed and funded with the Advance made against it. 8.2.7 Each Pledged Loan that is not an FHA Construction Mortgage Loan has been fully advanced in the face amount of its Mortgage Note. The Agent acknowledges and agrees that in certain instances, a portion of the proceeds of a Pledged Loan, although advanced to the borrowers thereunder, will be held by the Borrowers in escrow to be disbursed upon the completion of repairs to the subject property or upon the achievement of other specified factors. 8.2.8 Each First Mortgage is a first Lien on the premises described in that Mortgage and each Second Mortgage Loan is secured by a second Lien on the premises described in that Mortgage, and with respect to each Second Mortgage Loan, the Borrowers shall be the servicer, and the date Purchase Commitment shall be from the same Approved Investor which holds the senior Lien, or for whom the senior Lien is held, on the Property. Each Pledged Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of delivery the Lien of the Mortgage and meeting the usual requirements of Approved Investors purchasing those Mortgage Loans. 8.2.9 Each Property has been evaluated or appraised in accordance with Title XI of FIRREA, to the extent required. 8.2.10 The Mortgage Note for each Pledged Loan is (1) payable to the order of the Borrowers, (2) an “instrument” within the meaning of Section 9-102 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars. 8.2.11 No default exists under any Mortgage Loan included in the Pledged Assets. 8.2.12 The Borrowers have complied and will continue to comply with all laws, rules and regulations in respect of the FHA insurance of each collateral report required Mortgage Loan included in the Pledged Mortgages designated by the Borrowers as an FHA insured Mortgage Loan, and such insurance or guarantee is and will continue to be in full force and effect. 8.2.13 All fire and casualty policies covering the premises encumbered by each Mortgage included in the Pledged Assets (1) name and will continue to name the Borrowers and its successors and assigns as the insured under Section 3.06(Aa standard mortgagee clause, (2) hereof, are and will continue to be in full force and effect and (3) afford and will continue to afford insurance against fire and such other risks as follows:are usually insured against in the broadest form of extended coverage insurance available. (A) The Obligor owns 8.2.14 Pledged Assets secured by premises located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency are and has marketable title will continue to be covered by special flood insurance under the Collateral pledged by it hereunder and has National Flood Insurance Program. 8.2.15 Each Pledged Loan against which an Advance is made on the right and authority to grant basis of a security interest in such Collateral and to subject Purchase Commitment meets all of such Collateral to this Agreement; (B) The information given from time to time by the Obligor as to each item of Collateral pledged by it hereunder is true, accurate and complete in all material respects; (C) The Obligors own Qualifying Collateral with a Lendable Collateral Value at least equal to the Collateral Maintenance Level; (D) The lien of the Residential First Mortgage Collateral, Commercial Mortgage Collateral and Multifamily Mortgage Collateral on the real property securing such Collateral is a first, prior and perfected lien under applicable law; (E) The Obligor has not conveyed or otherwise created, and there does not otherwise exist, any participation interest or other direct, indirect, legal, or beneficial interest, lien or encumbrance in any Collateral on the part of any Person other than the Bank and the Obligor, except that the Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A)that Purchase Commitment, and not otherwise reported to the Bank as Qualifying Collateral for purposes each Pledged Security against which an Advance is outstanding meets all of meeting the requirements of Section 3.03(A); providedthe related Purchase Commitment. 8.2.16 Pledged Loans that are intended to be exchanged for Agency Securities comply or, howeverprior to the issuance of the Agency Securities will comply, with the requirements of any governmental instrumentality, department or agency or any other Person issuing or guaranteeing the Agency Securities. 8.2.17 None of the Pledged Loans is a graduated payment Mortgage Loan or has a shared appreciation or other contingent interest feature, and each Pledged Loan provides for periodic payments of all accrued interest on the Mortgage Loan on at least a monthly basis. 8.2.18 Neither the Borrowers, their respective Subsidiaries or the directors, executive officers or employees of the Borrowers or their respective Subsidiaries have any ownership interest, right to acquire any ownership interest or equivalent economic interest in (a) any property securing a Pledged Asset, (b) the mortgagor under a Pledged Loan or a Mortgage Loan supporting a Pledged Security, or (c) any other obligor on, or guarantor of, any sale related Mortgage Note. 8.2.19 The original assignments of Collateral Mortgage and of UCC financing statements delivered to a person controllingthe Agent for each Pledged Loan are in recordable form and comply with all applicable laws and regulations governing the filing and recording of such documents. 8.2.20 An unconditional Purchase Commitment has been issued by an Approved Investor with respect to each Eligible Loan or Eligible Mortgage Pool prior to any funding of an Advance with respect thereto. 8.2.21 All Mortgage Loans have been underwritten according to the standards and guidelines issued by Xxxxxx Xxx, controlled by Xxxxxxx Mac, FHA or in common control with any ObligorXxxxxx Mae, as applicable, except to the extent of any other Obligor that also pledges variation from such Collateral to the Bankstandards and guidelines permitted under standard agreements of general applicability between Xxxxxx Xxx, must be at fair market value and on terms and conditions that are fair and reasonable to such Obligor; (F) To the best knowledge of the ObligorXxxxxxx Mac, after reasonable inquiryFHA or Xxxxxx Mae, no account debtor or other obligor owing any obligation to the Obligor with respect to any Qualifying Collateral necessary to meet the collateral maintenance requirement in Section 3.03(A) hereof, or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), has or shall have any defenses, offsetting claims, or other rights affecting the right of the Obligor or the Bank to enforce the terms of such Qualifying Collateralapplicable, and no defaults (mortgage lenders or conditions that, with the passage of time or the giving of notice or both, would constitute a default) exist under any such Qualifying Collateral; provided, however, that promptly upon discovery by the Bank or the Obligor of any such defenses, offsetting claims, rights affecting the rights of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, or any defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default), in addition to any other remedies of the Bank under this Agreement, the Obligor shall replace such items of Collateral not in compliance with the provisions of this Section 3.02(F) with an equal amount of Qualifying Collateral meeting all requirements of this Agreement and the Credit and Collateral Policy; and (G) To the best knowledge of the Obligor, after reasonable inquiry, no part of any real property or interest in real property that is included within the Collateral contains or is subject to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 X.X.X. §0000, et seqseller/servicers.; the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could reasonably subject the Bank to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein.

Representations and Warranties Concerning Collateral. Each Obligor represents and warrants to the Bank, as of the date hereof, the date of each Advance, Credit Product, Derivative Transaction or Other Product, and the date of delivery of each collateral report required under Section 3.06(A3.07(A) hereof, as follows: (A) The Obligor owns and has marketable title to the Collateral pledged by it hereunder and has the right and authority to grant a security interest in such Collateral and to subject all of such Collateral to this Agreement; (B) The information given from time to time by the Obligor as to each item of Collateral pledged by it hereunder is true, accurate and complete in all material respects; (C) The Obligors own Qualifying Collateral with a Lendable Collateral Value at least equal to the Collateral Maintenance Level; (D) The lien of the Residential First Mortgage Collateral, Commercial Mortgage Collateral and Multifamily Mortgage Collateral on the real property securing such Collateral is a first, prior and perfected lien under applicable law; (E) The Obligor has not conveyed or otherwise created, and there does not otherwise exist, any participation interest or other direct, indirect, legal, or beneficial interest, lien or encumbrance in any Collateral on the part of any Person other than the Bank and the Obligor, except that the Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A), and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A); provided, however, any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, must be at fair market value and on terms and conditions that are fair and reasonable to such Obligor; (F) To the best knowledge of the Obligor, after reasonable inquiry, no account debtor or other obligor owing any obligation to the Obligor with respect to any Qualifying Collateral necessary to meet the collateral maintenance requirement in Section 3.03(A) hereof, or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), has or shall have any defenses, offsetting claims, or other rights affecting the right of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, and no defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default) exist under any such Qualifying Collateral; provided, however, that promptly upon discovery by the Bank or the Obligor of any such defenses, offsetting claims, rights affecting the rights of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, or any defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default), in addition to any other remedies of the Bank under this Agreement, the Obligor shall replace such items of Collateral not in compliance with the provisions of this Section 3.02(F) with an equal amount of Qualifying Collateral meeting all requirements of this Agreement and the Credit and Collateral Policy; and (G) To the best knowledge of the Obligor, after reasonable inquiry, no part of any real property or interest in real property that is included within the Collateral contains or is subject to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 X.X.X. §0000, et seq.; the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could reasonably subject the Bank to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein.

Representations and Warranties Concerning Collateral. Each Obligor Pledgor represents and warrants to Administrative Agent and each Secured Party that (a) Pledgor is the Bank, as sole legal and beneficial owner of the date hereof, the date of each Advance, Credit Product, Derivative Transaction or Other Product, and the date of delivery of each collateral report required under Section 3.06(A) hereof, as follows: (A) The Obligor owns and has marketable title to the Collateral pledged by it hereunder free and has clear of any Lien, security interest, option or other charge or encumbrance except for the right security interest created by this Agreement or as otherwise permitted by the Credit Agreement; (b) no effective financing statement or other similar document used to perfect and authority to grant preserve a security interest under the Laws of any jurisdiction covering all or any part of the Collateral is on file in any recording office, except such Collateral and to subject all as may have been filed in favor of such Collateral Administrative Agent relating to this Agreement; (B) The information given from time to time Agreement and as otherwise permitted by the Obligor as to Credit Agreement; (c) Schedule 1 is a complete and correct description of all interest of Pledgor in each item of its Subsidiaries, including each class of interest and number of units or percentage of ownership owned by Pledgor; (d) the pledge, assignment, and delivery of the Collateral hereunder, and filing of an appropriate financing statement, create a valid first and prior perfected security interest in the Collateral, securing the Obligations; (e) the Capital Stock pledged by it hereunder is trueduly authorized, accurate validly issued, fully paid, and complete non-assessable and were not issued in all material respects; (C) The Obligors own Qualifying Collateral with a Lendable Collateral Value at least equal to the Collateral Maintenance Level; (D) The lien violation of the Residential First Mortgage Collateral, Commercial Mortgage Collateral and Multifamily Mortgage Collateral on the real property securing such Collateral is a first, prior and perfected lien under applicable law; (E) The Obligor has not conveyed or otherwise created, and there does not otherwise exist, any participation interest or other direct, indirect, legal, or beneficial interest, lien or encumbrance in any Collateral on the part Rights of any Person other than the Bank and the Obligor, except that the Obligor may sell Person; (f) no unpaid capital call or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A), and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A); provided, however, any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, must be at fair market value and on terms and conditions that are fair and reasonable to such Obligor; (F) To the best knowledge of the Obligor, after reasonable inquiry, no account debtor or other obligor owing any obligation to the Obligor dispute exists with respect to any Qualifying of the Collateral; (g) none of the Collateral necessary is evidenced by a certificate, instrument or other writing that has not been delivered to meet Administrative Agent; (h) the collateral maintenance requirement interest of Pledgor in Section 3.03(Aeach of its Subsidiaries is a 100% interest of all Capital Stock of Pledgor's Subsidiaries specified on Schedule 1 unless otherwise indicated on Schedule 1; (i) hereofnone of the Collateral is subject to any buy-sell, voting trust, transfer restriction (other than transfer restrictions arising under the Exchange Act), preferential right to purchase or otherwise reported similar agreement or any option, warrant, put or call or similar agreement, which consent has not been obtained; (j) Pledgor is organized pursuant to the Bank as Qualifying Collateral for purposes articles of meeting the requirements of Section 3.03(A)incorporation, has or shall have any defensespartnership agreement, offsetting claimsLLC agreement, bylaws or other articles of governance, and no other agreement amends the rights affecting of Pledgor under such documents; and (k) Pledgor's federal taxpayer identification number is ____________. The delivery at any time by Pledgor to Administrative Agent of Collateral shall constitute a representation and warranty by Pledgor under this Agreement that, with respect to such Collateral, Pledgor is the right sole legal and beneficial owner of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, and no defaults (or conditions that, with that the passage of time or the giving of notice or both, would constitute a default) exist under any such Qualifying Collateral; provided, however, that promptly upon discovery by the Bank or the Obligor of any such defenses, offsetting claims, rights affecting the rights of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, or any defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default), matters set forth in addition to any other remedies of the Bank under this Agreement, the Obligor shall replace such items of Collateral not in compliance with the provisions of this Section 3.02(F) 2.02 are true and correct with an equal amount of Qualifying Collateral meeting all requirements of this Agreement and the Credit and Collateral Policy; and (G) To the best knowledge of the Obligor, after reasonable inquiry, no part of any real property or interest in real property that is included within the Collateral contains or is subject respect to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 X.X.X. §0000, et seqsuch Collateral.; the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could reasonably subject the Bank to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein.

Representations and Warranties Concerning Collateral. Each Obligor represents and warrants to the Bank, as of the date hereof, the date of each Advance, Credit Product, Derivative Transaction or Other Product, and the date of delivery of each collateral report required under Section 3.06(A3.07(A) hereof, as follows: (A) The Obligor owns and has marketable title to the Collateral pledged by it hereunder and has the right and authority to grant a security interest in such Collateral and to subject all of such Collateral to this Agreement; (B) The information given from time to time by the Obligor as to each item of Collateral pledged by it hereunder is true, accurate and complete in all material respects; (C) The Obligors own Qualifying Collateral with a Lendable Collateral Value at least equal to the Collateral Maintenance Level; (D) The lien of the Residential First Mortgage Collateral, Commercial Mortgage Collateral and Multifamily Mortgage Collateral on the real property securing such Collateral is a first, prior and perfected lien under applicable law; (E) The Obligor has not conveyed or otherwise created, and there does not otherwise exist, any participation interest or other direct, indirect, legal, or beneficial interest, lien or encumbrance in any Collateral on the part of any Person other than the Bank and the Obligor, except that the Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A), and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A); provided, however, any to the extent such sale of Collateral or disposition is made to a person not controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, must be at fair market value and on terms and conditions that are fair and reasonable to such Obligor; (F) To the best knowledge of the Obligor, after reasonable inquiry, no No account debtor or other obligor owing any obligation to the Obligor with respect to any Qualifying Collateral necessary to meet the collateral maintenance requirement in Section 3.03(A) hereof, or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), has or shall have any defenses, offsetting claims, or other rights affecting the right of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, and no defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default) exist under any such Qualifying Collateral; provided, however, that promptly upon discovery by the Bank or the Obligor of any such defenses, offsetting claims, rights affecting the rights of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, or any defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default), in addition to any other remedies of the Bank under this Agreement, the Obligor shall replace such items of Collateral not in compliance with the provisions of this Section 3.02(F) with an equal amount of Qualifying Collateral meeting all requirements of this Agreement and the Credit and Collateral Policy; and (G) To the best knowledge of the Obligor, after reasonable inquiry, no No part of any real property or interest in real property that is included within the Collateral contains or is subject to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 X.X.X. §0000, et seq.; the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could reasonably subject the Bank to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein.

Representations and Warranties Concerning Collateral. Each Obligor Pledgor represents and warrants to Administrative Agent and each Secured Party that (a) Pledgor is the Bank, as sole legal and beneficial owner of the date hereof, the date of each Advance, Credit Product, Derivative Transaction or Other Product, and the date of delivery of each collateral report required under Section 3.06(A) hereof, as follows: (A) The Obligor owns and has marketable title to the Collateral pledged by it hereunder free and has clear of any Lien, security interest, option or other charge or encumbrance except for the right security interest created by this Agreement or as otherwise permitted by the Credit Agreement; (b) no effective financing statement or other similar document used to perfect and authority to grant preserve a security interest under the Laws of any jurisdiction covering all or any part of the Collateral is on file in any recording office, except such Collateral and to subject all as may have been filed in favor of such Collateral Administrative Agent relating to this Agreement; (B) The information given from time to time Agreement and as otherwise permitted by the Obligor as to Credit Agreement; (c) Schedule 1 is a complete and correct description of all interest of Pledgor in each item of its Subsidiaries, including each class of interest and number of units or percentage of ownership owned by Pledgor; (d) the pledge, assignment, and delivery of the Collateral hereunder, and filing of an appropriate financing statement, create a valid first and prior perfected security interest in the Collateral, securing the Obligations; (e) the Capital Stock pledged by it hereunder is trueduly authorized, accurate validly issued, fully paid, and complete non-assessable and were not issued in all material respects; (C) The Obligors own Qualifying Collateral with a Lendable Collateral Value at least equal to the Collateral Maintenance Level; (D) The lien violation of the Residential First Mortgage Collateral, Commercial Mortgage Collateral and Multifamily Mortgage Collateral on the real property securing such Collateral is a first, prior and perfected lien under applicable law; (E) The Obligor has not conveyed or otherwise created, and there does not otherwise exist, any participation interest or other direct, indirect, legal, or beneficial interest, lien or encumbrance in any Collateral on the part Rights of any Person other than the Bank and the Obligor, except that the Obligor may sell Person; (f) no unpaid capital call or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A), and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A); provided, however, any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, must be at fair market value and on terms and conditions that are fair and reasonable to such Obligor; (F) To the best knowledge of the Obligor, after reasonable inquiry, no account debtor or other obligor owing any obligation to the Obligor dispute exists with respect to any Qualifying of the Collateral; (g) none of the Collateral necessary is evidenced by a certificate, instrument or other writing that has not been delivered to meet Administrative Agent; (h) the collateral maintenance requirement interest of Pledgor in Section 3.03(Aeach of its Subsidiaries is a 100% interest of all Capital Stock of Pledgor's Subsidiaries specified on Schedule 1; (i) hereofnone of the Collateral is subject to any buy-sell, voting trust, transfer restriction (other than transfer restrictions arising under the Exchange Act), preferential right to purchase or otherwise reported similar agreement or any option, warrant, put or call or similar agreement, which consent has not been obtained; (j) Pledgor is organized pursuant to the Bank as Qualifying Collateral for purposes articles of meeting the requirements of Section 3.03(A)incorporation, has or shall have any defensespartnership agreement, offsetting claimsLLC agreement, bylaws or other articles of governance, and no other agreement amends the rights affecting of Pledgor under such documents; and (k) Pledgor's federal taxpayer identification number is 74-2000000. Xxe delivery at any time by Pledgor to Administrative Agent of Collateral shall constitute a representation and warranty by Pledgor under this Agreement that, with respect to such Collateral, Pledgor is the right sole legal and beneficial owner of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, and no defaults (or conditions that, with that the passage of time or the giving of notice or both, would constitute a default) exist under any such Qualifying Collateral; provided, however, that promptly upon discovery by the Bank or the Obligor of any such defenses, offsetting claims, rights affecting the rights of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, or any defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default), matters set forth in addition to any other remedies of the Bank under this Agreement, the Obligor shall replace such items of Collateral not in compliance with the provisions of this Section 3.02(F) 2.02 are true and correct with an equal amount of Qualifying Collateral meeting all requirements of this Agreement and the Credit and Collateral Policy; and (G) To the best knowledge of the Obligor, after reasonable inquiry, no part of any real property or interest in real property that is included within the Collateral contains or is subject respect to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 X.X.X. §0000, et seqsuch Collateral.; the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could reasonably subject the Bank to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein.

Representations and Warranties Concerning Collateral. Each Obligor represents and warrants to the Bank, as of the date hereof, the date of each Advance, Credit Product, Derivative Transaction or Other Product, and the date of delivery of each collateral report required under Section 3.06(A3.07(A) hereof, as follows: (A) The Obligor owns and has marketable title to the Collateral pledged by it hereunder and has the right and authority to grant a security interest in such Collateral and to subject all of such Collateral to this Agreement; (B) The information given from time to time by the Obligor as to each item of Collateral pledged by it hereunder is true, accurate and complete in all material respects; (C) The Obligors own Qualifying Collateral with a Lendable Collateral Value at least equal to the Collateral Maintenance Level; (D) The lien of the Residential First Mortgage Collateral, Commercial Mortgage Collateral and Multifamily Mortgage Collateral on the real property securing such Collateral is a first, prior and perfected lien under applicable law; (E) The Obligor has not conveyed or otherwise created, and there does not otherwise exist, any participation interest or other direct, indirect, legal, or beneficial interest, lien or encumbrance in any Collateral on the part of any Person other than the Bank and the Obligor, except that the Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A), and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A); provided, however, any to the extent such sale of Collateral or disposition is made to a person not controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, must be at fair market value and on terms and conditions that are fair and reasonable to such Obligor; (F) To the best knowledge of the Obligor, after reasonable inquiry, no No account debtor or other obligor owing any obligation to the Obligor with respect to any Qualifying Collateral necessary to meet the collateral maintenance requirement in Section 3.03(A) hereof, or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), has or shall have any defenses, offsetting claims, or other rights affecting the right of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, and no defaults default, (or conditions that, with the passage of time or of the giving of notice or both, would constitute a default) exist under any such Qualifying Collateral; provided, however, that promptly upon discovery by the Bank or the Obligor of any such defenses, offsetting claims, rights affecting the rights of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, or any defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default), in addition to any other remedies of the Bank under this Agreement, the Obligor shall replace such items of Collateral not in compliance with the provisions of this Section 3.02(F) with an equal amount of Qualifying Collateral meeting all requirements of this Agreement and the Credit and Collateral Policy; and (G) To the best knowledge of the Obligor, after reasonable inquiry, no No part of any real property or interest in real property that is included within the Collateral contains or is subject to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 X.X.X. §0000, et seq.; the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could reasonably subject the Bank to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein.

Representations and Warranties Concerning Collateral. Each ------------------------------------------------------ Obligor represents and warrants to the Bank, as of the date hereof, the date of each Advance, Credit Product, Derivative Transaction or Other Product, and the date of delivery of each collateral report required under Section 3.06(A3.07(A) hereof, as follows: (A) The Obligor owns and has marketable title to the Collateral pledged by it hereunder and has the right and authority to grant a security interest in such Collateral and to subject all of such Collateral to this Agreement; (B) The information given from time to time by the Obligor as to each item of Collateral pledged by it hereunder is true, accurate and complete in all material respects; (C) The Obligors own Qualifying Collateral with a Lendable Collateral Value at least equal to the Collateral Maintenance Level; (D) The lien of the Residential First Mortgage Collateral, Commercial Mortgage Collateral and Multifamily Mortgage Collateral on the real property securing such Collateral is a first, prior and perfected lien under applicable law; (E) The Obligor has not conveyed or otherwise created, and there does not otherwise exist, any participation interest or other direct, indirect, legal, or beneficial interest, lien or encumbrance in any Collateral on the part of any Person other than the Bank and the Obligor, except that the Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A), and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A); provided, however, -------- any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, must be at fair market value and on terms and conditions that are fair and reasonable to such Obligor; (F) To the best knowledge of the Obligor, after reasonable inquiry, no account debtor or other obligor owing any obligation to the Obligor with respect to any Qualifying Collateral necessary to meet the collateral maintenance requirement in Section 3.03(A) hereof, or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), has or shall have any defenses, offsetting claims, or other rights affecting the right of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, and no defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default) exist under any such Qualifying Collateral; provided, however, that promptly upon discovery -------- by the Bank or the Obligor of any such defenses, offsetting claims, rights affecting the rights of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, or any defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default), in addition to any other remedies of the Bank under this Agreement, the Obligor shall replace such items of Collateral not in compliance with the provisions of this Section 3.02(F) with an equal amount of Qualifying Collateral meeting all requirements of this Agreement and the Credit and Collateral Policy; and (G) To the best knowledge of the Obligor, after reasonable inquiry, no part of any real property or interest in real property that is included within the Collateral contains or is subject to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 X.X.X. §0000U.S.C. ss.9601, et seq.; the Hazardous Materials Xxxxxxxxxxxxxx XxxTransportation Act, 00 X.X.X. §0000 49 U.S.C. ss.1801 et seq.; the Resource Conservation and Xxxxxxxx XxxRecovery Act, 00 X.X.X. §0000 42 U.S.C. ss.6901 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could reasonably subject the Bank to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein.

Representations and Warranties Concerning Collateral. Each Obligor The Borrower represents and warrants to the BankAgent and the Lenders, as of the date hereof, of this Agreement and as of the date of each Advance Request and the making of each Advance, Credit Productthat: 8.2.1 The Borrower has not selected the Collateral in a manner so as to affect adversely the Lenders’ interests. 8.2.2 The Borrower is the legal and equitable owner and holder, Derivative Transaction free and clear of all Liens (other than Liens granted or Other Productotherwise permitted, if any, under this Agreement), of the Pledged Assets. All Pledged Assets and related Purchase Commitments have been duly authorized and validly issued to the Borrower, and all of the foregoing items of Collateral comply with all of the requirements of this Agreement, and have been and will continue to be validly pledged or assigned to the Agent, subject to no other Liens (other than Liens permitted, if any, pursuant to Section 7.14.2). 8.2.3 The Borrower has, and shall continue to have, the full right, power and authority to pledge the Collateral pledged and to be pledged by it under this Agreement. 8.2.4 Each Mortgage Loan and each related document included in the Pledged Loans, including, without limitation, each agreement that is a Collateral Document (a) has been duly executed and delivered by the parties, if any, to that Mortgage Loan and that related document, (b) has been made or provided in compliance with all applicable Legal Requirements (including all laws, rules and regulations relating to usury), (c), if and to the extent constituting an agreement binding upon the parties thereto, is and will continue to be a legal, valid and binding obligation, enforceable in accordance with its terms (except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights and general principles of equity), without setoff, counterclaim or defense in favor of any mortgagor under any Mortgage Loan or any other obligor on any Mortgage Note, and (d) has not been modified, amended or any requirements of which waived, except in a writing that is part of the Collateral Documents. No party to any Mortgage Loan or any Collateral Document is in violation of any Legal Requirement if the violation would impair the collectibility of the Mortgage Loan or the performance by the mortgagor or any other obligor of its obligations under the Mortgage Note or any related Collateral Document. 8.2.5 Each Pledged Loan is secured by a Mortgage on real property located in one of the states of the United States or the District of Columbia. 8.2.6 Each Pledged Loan has been closed or will be closed and funded with the Advance made against it. 8.2.7 Each Pledged Loan that is not an FHA Construction Mortgage Loan has been fully advanced in the face amount of its Mortgage Note. The Agent acknowledges and agrees that in certain instances, a portion of the proceeds of a Pledged Loan, although advanced to the borrowers thereunder, will be held by the Borrower in escrow to be disbursed upon the completion of repairs to the subject property. 8.2.8 Each First Mortgage is a first Lien on the premises described in that Mortgage and each Second Mortgage is a second Lien on the premises described in that Mortgage, and with respect to each Second Mortgage Loan, the Borrower shall be the servicer, and the date Purchase Commitment shall be from the same Investor which holds the senior Lien, or for whom the senior Lien is held, on the Property. Each Pledged Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of delivery the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans. 8.2.9 Each Property has been evaluated or appraised in accordance with Title XI of FIRREA, to the extent required. 8.2.10 The Mortgage Note for each Pledged Loan is (1) payable to the order of the Borrower, (2) an “instrument” within the meaning of Section 9-102 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars. 8.2.11 No default exists under any Mortgage Loan included in the Pledged Assets. 8.2.12 The Borrower has complied and shall continue to comply with all laws, rules and regulations in respect of the FHA insurance of each collateral report Mortgage Loan included in the Pledged Loans designated by the Borrower as an FHA insured Mortgage Loan, and such insurance or guarantee is and will continue to be in full force and effect. 8.2.13 All fire and casualty policies covering the premises encumbered by each Mortgage included in the Pledged Assets (1) name and will continue to name the Borrower and its successors and assigns as the insured under a standard mortgagee clause, (2) are and will continue to be in full force and effect and (3) afford and will continue to afford insurance against fire and such other risks as are required under Section 3.06(A) hereofto be insured against pursuant to Xxxxxx Xxx, Xxxxxxx Mac, Xxxxxx Xxx or FHA guidelines, as follows:applicable, or, in the absence of applicable guidelines, usually insured against in the broadest form of extended coverage insurance available. (A) The Obligor owns 8.2.14 Unless such requirement has been waived by Xxxxxx Mae, Xxxxxxx Mac, Xxxxxx Xxx or FHA with respect to a specific Pledged Loan, each Pledged Asset secured by premises located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency are and has marketable title will continue to be covered by special flood insurance under the Collateral pledged National Flood Insurance Program, as required by it hereunder and has Xxxxxx Mae, Xxxxxxx Mac, Xxxxxx Xxx or FHA guidelines, as applicable. 8.2.15 Each Pledged Loan against which an Advance is made on the right and authority to grant basis of a security interest in such Collateral and to subject Purchase Commitment meets all of such Collateral to this Agreement; (B) The information given from time to time by the Obligor as to each item of Collateral pledged by it hereunder is true, accurate and complete in all material respects; (C) The Obligors own Qualifying Collateral with a Lendable Collateral Value at least equal to the Collateral Maintenance Level; (D) The lien of the Residential First Mortgage Collateral, Commercial Mortgage Collateral and Multifamily Mortgage Collateral on the real property securing such Collateral is a first, prior and perfected lien under applicable law; (E) The Obligor has not conveyed or otherwise created, and there does not otherwise exist, any participation interest or other direct, indirect, legal, or beneficial interest, lien or encumbrance in any Collateral on the part of any Person other than the Bank and the Obligor, except that the Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(Athat Purchase Commitment, and each Pledged Security against which an Advance is outstanding meets all of the requirements of the related Purchase Commitment. 8.2.16 Pledged Loans that are intended to be exchanged for Agency Securities comply or, prior to the issuance of the Agency Securities will comply, with the requirements of any governmental instrumentality, department or agency or any other Person issuing or guaranteeing the Agency Securities. 8.2.17 None of the Pledged Loans is a graduated payment Mortgage Loan or has a shared appreciation or other contingent interest feature (other than delinquent or default interest), and not otherwise reported each Pledged Loan provides for periodic payments of all accrued interest on the Mortgage Loan on at least a monthly basis. 8.2.18 Neither the Borrower, any of its Subsidiaries nor the directors or executive officers of the Borrower or its Subsidiaries have any ownership interest, right to acquire any ownership interest or equivalent economic interest in (a) any property securing a Pledged Asset, (b) the mortgagor under a Pledged Loan or a Mortgage Loan supporting a Pledged Security, or (c) any other obligor on, or guarantor of, any related Mortgage Note. 8.2.19 The original assignments of Mortgage and of UCC financing statements delivered to the Bank as Qualifying Collateral Agent for purposes each Pledged Loan are in recordable form and comply with all applicable laws and regulations governing the filing and recording of meeting the requirements of Section 3.03(A); provided, however, any sale of Collateral to a person controlling, controlled such documents. 8.2.20 An Unconditional Purchase Commitment has been issued by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, must be at fair market value and on terms and conditions that are fair and reasonable to such Obligor; (F) To the best knowledge of the Obligor, after reasonable inquiry, no account debtor or other obligor owing any obligation to the Obligor an Investor with respect to each Eligible Loan or Eligible Mortgage Pool prior to any Qualifying Collateral necessary to meet the collateral maintenance requirement in Section 3.03(A) hereof, or otherwise reported funding of an Advance with respect thereto. 8.2.21 All Mortgage Loans have been underwritten according to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)standards and guidelines issued by Xxxxxx Mae, has Xxxxxxx Mac, FHA or shall have any defenses, offsetting claims, or other rights affecting the right of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, and no defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default) exist under any such Qualifying Collateral; provided, however, that promptly upon discovery by the Bank or the Obligor of any such defenses, offsetting claims, rights affecting the rights of the Obligor or the Bank to enforce the terms of such Qualifying Collateral, or any defaults (or conditions that, with the passage of time or the giving of notice or both, would constitute a default), in addition to any other remedies of the Bank under this Agreement, the Obligor shall replace such items of Collateral not in compliance with the provisions of this Section 3.02(F) with an equal amount of Qualifying Collateral meeting all requirements of this Agreement and the Credit and Collateral Policy; and (G) To the best knowledge of the Obligor, after reasonable inquiry, no part of any real property or interest in real property that is included within the Collateral contains or is subject to the effects of toxic or hazardous materials or other hazardous substances (including those defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980Xxxxxx Mae, as amended, 42 X.X.X. §0000, et seqapplicable.; the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws) the presence of which could reasonably subject the Bank to any liability under applicable state or Federal law or local ordinance either at any time that such property is pledged to the Bank or upon the enforcement by the Bank of its security interest therein.