Common use of Representations and Warranties of Lender Clause in Contracts

Representations and Warranties of Lender. (a) In addition to the representations and warranties of the Lender contained in the Collateral Documents, the Lender represents and warrants, as of the date of this ASAP Plus Agreement and is deemed to represent and warrant as of each Purchase Date under this ASAP Plus Agreement, that: (i) it is duly authorized to execute and deliver this ASAP Plus Agreement, to enter into Transactions and to perform its obligations hereunder; (ii) it will engage in such Transactions as principal; (iii) the person signing this ASAP Plus Agreement is duly authorized to do so on its behalf; (iv) the execution, delivery and performance of this ASAP Plus Agreement and Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it; (v) the Lender is not in breach of the terms, conditions or provisions contained in, or in default under, any agreement by which it is bound or by which any of its assets are affected; (vi) Lender has executed each Collateral Document and each Collateral Document is in full force and effect and the Lender is not in default under any Collateral Document; (vii) Lender does not sell to Xxxxxx Mae all the Mortgage Loans that it originates; and (viii) Lender has not, without the written consent of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and the Lender. (b) The Lender further represents and warrants as of each Purchase Date that: (i) each Mortgage Loan sold by it to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements of the Agreement; (ii) all of the Mortgage Documents relating to such Mortgage Loans, including the mortgage notes, deeds of trust, or other security instruments, are complete in all material respects and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each Mortgage Loan sold to Xxxxxx Xxx in a Transaction, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx Mae; (iv) there is no interest in any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect to any Mortgage Loans sold to Xxxxxx Xxx in a Transaction, or any such servicing agreement has been terminated, and there are no restrictions that would impair the ability of Xxxxxx Mae to service such Mortgage Loans; (vi) each of the Lender and Xxxxxx Xxx is responsible for making its own determination as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement; and (vii) it has neither made to nor received from Xxxxxx Mae any representation as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement. (c) In addition, the Lender hereby represents and warrants by checking the appropriate box below, that: it is not a federally insured institution or an affiliate or subsidiary of a federally insured institution; or it is a federally insured institution or an affiliate or subsidiary of a federally insured institution, and (i) the sale to Xxxxxx Xxx of the Mortgage Loans delivered pursuant to the Agreement has been either (a) specifically approved by the Board of Directors of the Lender, as reflected in the minutes of its meetings, or (b) approved by an officer of the Lender who was duly authorized by the Board of Directors of the Lender to enter into such types of Transactions, as reflected in the minutes of its meetings, and (ii) this ASAP Plus Agreement, together with the Collateral Documents and the Guides, constitutes the “written agreement” governing the Lender’s sale to Xxxxxx Mae of the Mortgage Loans delivered pursuant hereto and the Lender (or any successor thereto) shall continuously maintain all components of such “written agreement” as an official record.

Appears in 1 contract

Samples: Fixed Rate Mortgage Pool Purchase Contract (loanDepot, Inc.)

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Representations and Warranties of Lender. Lender represents and warrants that: (a) In addition to the representations and warranties of the Lender contained in the Collateral Documents, the Lender represents and warrants, as of the date of this ASAP Plus Agreement and is deemed to represent and warrant as of each Purchase Date under this ASAP Plus Agreement, that: (i) it is duly authorized to execute has properly and deliver this ASAP Plus Agreementtimely appealed the existence of the defects through the appeal process, to enter into Transactions the impasse process and to perform its obligations hereunder; the management escalation process, (ii) it will engage qualifies as an “eligible Lender” to initiate the IDR process, as described in such Transactions as principal; the Lender Contract, and (iii) the person signing this ASAP Plus Agreement Mortgage Loan is duly authorized to do so on its behalf; (iv) the execution, delivery and performance of this ASAP Plus Agreement and Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it; (v) the Lender is not in breach of the terms, conditions or provisions contained in, or in default under, any agreement by which it is bound or by which any of its assets are affected; (vi) Lender has executed each Collateral Document and each Collateral Document is in full force and effect and the Lender is not in default under any Collateral Document; (vii) Lender does not sell to Xxxxxx Mae all the Mortgage Loans that it originates; and (viii) Lender has not, without the written consent of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and the Lendereligible for IDR. (b) The Lender further represents and warrants as of each Purchase Date that: it (i) each Mortgage Loan sold by it has not failed to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements of the Agreementtimely comply with an IDR award related to any other mortgage loan (or loans) that have been through an IDR proceeding; (ii) all of has not failed to timely comply with any other demand on any loan after the Mortgage Documents relating to such Mortgage Loanstime for challenging the demand through the appeal process, including the mortgage notesimpasse process, deeds of trustthe management escalation process and the IDR process, or other security instrumentsas applicable, are complete in all material respects has expired; and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each Mortgage Loan sold to Xxxxxx Xxx in a Transaction, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx Mae; (iv) there is no interest in does not have any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect outstanding amount past due to any Mortgage Loans sold to Xxxxxx Xxx in a Transaction, or any such servicing agreement has been terminated, and there are no restrictions that would impair the ability of Xxxxxx Mae to service such Mortgage Loans; (vi) each of the Lender and Xxxxxx Xxx is responsible for making its own determination as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement; and (vii) it has neither made to nor received from Xxxxxx Mae any representation as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement.IDR program administrator; (c) In addition, the Lender hereby represents and warrants by checking the appropriate box below, that: it is not a federally insured institution or an affiliate or subsidiary execution of a federally insured institution; or it is a federally insured institution or an affiliate or subsidiary of a federally insured institution, and this Retainer Agreement either has been (i) the sale to Xxxxxx Xxx of the Mortgage Loans delivered pursuant to the Agreement has been either (a) specifically approved by the Board of Directors of the Lender, as Lender and such approval is reflected in the minutes of its meetingsthe meetings of such Board of Directors, or (bii) approved by an officer one or more officers of the Lender who was are duly authorized by the Board of Directors of the Lender to enter into transactions of the type set forth in the Agreement and such types of Transactions, as authorization is reflected in the minutes of its the Board of Directors' meetings, and ; (iid) this ASAP Plus Agreement, together with the Collateral Documents and the Guides, Retainer Agreement constitutes the “written agreement” governing the of Lender’s sale to Xxxxxx Mae of the Mortgage Loans delivered pursuant hereto , and the Lender (or any successor thereto) shall continuously maintain all components of such “written agreement” this Retainer Agreement as an official recordrecord of Lender if Lender is an FDIC-insured institution; (e) the performance by it of its obligations under this Retainer Agreement (i) are within its corporate authority, (ii) have been duly authorized by all necessary corporate action, including any action required to be taken by Lender’s regulator, (iii) will not contravene any law, regulation or contractual provision binding on it, and (iv) will not require any consent or approval of any person, entity or governmental authority except such consents and approvals as have been obtained and are in full force and effect; (f) no insolvency, bankruptcy, receivership or similar proceeding is threatened or pending by or against it; and (g) this Retainer Agreement constitutes its legal, valid, and binding obligation and shall be binding against Lender, its successors and assigns in accordance with its terms.

Appears in 1 contract

Samples: Retainer Agreement

Representations and Warranties of Lender. (a) In addition to the representations and warranties of the Lender contained in the Collateral Documents, the Lender hereby represents and warrants, warrants to Participant that as of the date of this ASAP Plus Agreement Agreement: (a) Lender is the legal and beneficial owner of the interest being sold by it hereunder, and upon funding by Participant such interest is deemed to represent owned by Lender free and warrant as clear of each Purchase Date under this ASAP Plus Agreementany and all liens and has not been pledged or encumbered, (b) Lender has full power, that: (i) it is duly authorized authority and legal right and has taken all actions necessary to execute and deliver this ASAP Plus Agreement, to enter into Transactions Agreement and to perform its obligations hereunder; , (iic) it will engage in such Transactions as principal; (iii) the person signing this ASAP Plus This Agreement is has been duly executed and delivered by a duly authorized officer of the Lender and constitutes a legal and binding obligation of the Lender enforceable against the Lender in accordance with its terms, (d) This Agreement and the Participation Certificate with respect to do so on its behalf; the Participation Amount, constitutes a valid sale and assignment of an undivided Pro Rata interest in the Credit, Credit Agreements and the collateral described in the Credit Agreements to the extent of the Participation Amount enforceable against all creditors of and purchasers from the Lender, (ive) the execution, Its execution and delivery and performance of this ASAP Plus Agreement and Transactions its sale of the Participation Interest hereunder will does not violate constitute a violation of any agreement, law, ordinancestatute, charterregulation, by-law including legal lending limits which is binding on it, (f) It acknowledges that the interests of the Credit Providers shall be pari passu and no party shall have any priority over the other, (g) Lender has in its possession, or rule applicable will have in its possession prior to itParticipant’s acquisition of the Participation Interest, executed and, where appropriate, acknowledged counterparts of the Credit Agreements, which are genuine and all copies of documents concerning the Credit are, to the best of Lender’s knowledge, accurate and complete copies of those documents within the Lender’s file (h) To the best of its knowledge, there is no default, event of default, breach, violation or event of acceleration of a material nature existing under the Credit Agreements, (i) Lender has no knowledge of any pending litigation which would affect the title or interest of Lender in the Credit Agreements or the secured property or the marketability of the Credit, (j) The relationship between Lender and the Obligor is and will continue to be during the term of this Agreement one of lender and borrower; (v) the Lender is not in breach a partner or joint venture with the Obligor, nor is Lender an agent of the terms, conditions or provisions contained inObligor, or vice versa; and, except as set forth in default underthe Credit Agreements, any agreement by which it is bound or by which any of its assets are affected; Lender has no interest whatsoever in the secured property, and (vik) Lender has executed each Collateral Document and each Collateral Document is provided Participant with copies of all materials information currently in full force and effect Lender's possession regarding the Obligor and the collateral, which was used by Lender is not in default under any Collateral Document; (vii) its decision to make the Loan to Obligor, including reports, appraisals, and due diligence conducted by Lender does not sell to Xxxxxx Mae all and other related and material information currently in the Mortgage Loans that it originates; and (viii) Lender has not, without the written consent possession of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and the Lender. (b) The . Lender further represents and warrants as that it has in its possession all original Credit Agreements and that it shall maintain all records and documents evidencing the Credit and which accurately reflect Obligor’s performance regarding the Credit in accordance with standard operating procedure and in the ordinary course of each Purchase Date that: (i) each Mortgage Loan sold by it business. Subject to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements direction of its Participants, Lender will use its best effort to enforce the terms and provisions of the Agreement; (ii) all Credit Agreements. Lender has provided Participant with copies of the Mortgage Documents relating Credit Agreements that were executed or that are to such Mortgage Loansbe executed by Obligor as well as by other co-makers, including guarantors and endorsers under the mortgage notesCredit, deeds Credit Agreements or loan. Except as set forth in this Section 3.2 Lender makes no other representations or warranties. The provisions of trust, or other security instruments, are complete in all material respects and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each Mortgage Loan sold to Xxxxxx Xxx in a Transaction, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx Mae; (iv) there is no interest in this Section 3.2 shall survive any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect to any Mortgage Loans sold to Xxxxxx Xxx in a Transaction, or any such servicing agreement has been terminated, and there are no restrictions that would impair the ability termination of Xxxxxx Mae to service such Mortgage Loans; (vi) each of the Lender and Xxxxxx Xxx is responsible for making its own determination as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement; and (vii) it has neither made to nor received from Xxxxxx Mae any representation as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement. (c) In addition, the Lender hereby represents and warrants by checking the appropriate box below, that: it is not a federally insured institution or an affiliate or subsidiary of a federally insured institution; or it is a federally insured institution or an affiliate or subsidiary of a federally insured institution, and (i) the sale to Xxxxxx Xxx of the Mortgage Loans delivered pursuant to the Agreement has been either (a) specifically approved by the Board of Directors of the Lender, as reflected in the minutes of its meetings, or (b) approved by an officer of the Lender who was duly authorized by the Board of Directors of the Lender to enter into such types of Transactions, as reflected in the minutes of its meetings, and (ii) this ASAP Plus Agreement, together with the Collateral Documents and the Guides, constitutes the “written agreement” governing the Lender’s sale to Xxxxxx Mae of the Mortgage Loans delivered pursuant hereto and the Lender (or any successor thereto) shall continuously maintain all components of such “written agreement” as an official record.

Appears in 1 contract

Samples: Participation Agreement (Energy Services of America CORP)

Representations and Warranties of Lender. Lender represents and ---------------------------------------- warrants to the Company that: (a) In addition it was not organized for the specific purpose of purchasing the Note and Warrants purchased by it hereunder; (b) the address of its principal place of business is 0000 X Xx., Xxxxx 000, Xxxxxxxxxx, X.X. 00000; (c) the Note and Warrants to be purchased by it, and any shares of Common Stock (the representations "Warrant Shares") acquired upon exercise of such Warrants (collectively, the "Securities") are being or will be, as the case may be, acquired by Lender for its own account, not as a nominee or agent, and warranties not with a view to resale or distribution within the meaning of the Lender contained in the Collateral Documents, the Lender represents and warrantsSecurities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder, and Lender will not distribute the Note, Warrants or Warrant Shares in violation of the date of this ASAP Plus Agreement and is deemed to represent and warrant as of each Purchase Date under this ASAP Plus Agreement, that: Securities Act; (d) it understands that (i) it is duly authorized to execute and deliver this ASAP Plus Agreement, to enter into Transactions and to perform its obligations hereunderthe Securities have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act; (ii) it will engage in the Securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such Transactions as principalregistration; and (iii) the person signing Securities will bear a legend as follows: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH STATE SECURITIES LAWS COVERING SUCH SECURITIES, OR AN OPINION OF COUNSEL TO THE COMPANY STATING WITHOUT RESERVATION THAT SUCH REGISTRATION IS NOT REQUIRED. (e) it is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act, and an "institutional investor" within the meaning of the Pennsylvania Securities Act of 1972 and the regulations promulgated thereunder; (f) its financial situation is such that it can afford to bear the economic risk of holding the Securities for an indefinite period of time; (g) its knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its purchase of the Securities as contemplated by this ASAP Plus Agreement; and (h) the purchase of the Securities by it has been duly and properly authorized and this Agreement is has been duly authorized to do so executed by it or on its behalf; (iv) the execution, delivery and performance of this ASAP Plus Agreement and Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it; (v) the Lender is not in breach of the terms, conditions or provisions contained in, or in default under, any agreement by which it is bound or by which any of its assets are affected; (vi) Lender has executed each Collateral Document and each Collateral Document is in full force and effect and the Lender is not in default under any Collateral Document; (vii) Lender does not sell to Xxxxxx Mae all the Mortgage Loans that it originates; and (viii) Lender has not, without the written consent of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and the Lender. (b) The Lender further represents and warrants as of each Purchase Date thatARTICLE III: (i) each Mortgage Loan sold by it to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements of the Agreement; (ii) all of the Mortgage Documents relating to such Mortgage Loans, including the mortgage notes, deeds of trust, or other security instruments, are complete in all material respects and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each Mortgage Loan sold to Xxxxxx Xxx in a Transaction, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx Mae; (iv) there is no interest in any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect to any Mortgage Loans sold to Xxxxxx Xxx in a Transaction, or any such servicing agreement has been terminated, and there are no restrictions that would impair the ability of Xxxxxx Mae to service such Mortgage Loans; (vi) each of the Lender and Xxxxxx Xxx is responsible for making its own determination as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement; and (vii) it has neither made to nor received from Xxxxxx Mae any representation as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement. (c) In addition, the Lender hereby represents and warrants by checking the appropriate box below, that: it is not a federally insured institution or an affiliate or subsidiary of a federally insured institution; or it is a federally insured institution or an affiliate or subsidiary of a federally insured institution, and (i) the sale to Xxxxxx Xxx of the Mortgage Loans delivered pursuant to the Agreement has been either (a) specifically approved by the Board of Directors of the Lender, as reflected in the minutes of its meetings, or (b) approved by an officer of the Lender who was duly authorized by the Board of Directors of the Lender to enter into such types of Transactions, as reflected in the minutes of its meetings, and (ii) this ASAP Plus Agreement, together with the Collateral Documents and the Guides, constitutes the “written agreement” governing the Lender’s sale to Xxxxxx Mae of the Mortgage Loans delivered pursuant hereto and the Lender (or any successor thereto) shall continuously maintain all components of such “written agreement” as an official record.EQUITY

Appears in 1 contract

Samples: Investment Agreement (Nobel Education Dynamics Inc)

Representations and Warranties of Lender. Lender represents and warrants to Borrower that MIAMI 3859485.10 72496/43267 EXECUTION COPY (a) In addition Lender has all necessary power and authority to the representations and warranties of the Lender contained in the Collateral Documents, the Lender represents and warrants, as of the date of enter into this ASAP Plus Agreement and is deemed to represent and warrant as of each Purchase Date under this ASAP Plus Agreement, that: (i) it is duly authorized to execute and deliver the Lender Release and the other Lender Deliveries, all actions required to be taken by Lender to approve or authorize the execution of this ASAP Plus Agreement, the execution and delivery of the Lender Release and the other Lender Deliveries, and the consummation of transactions contemplated by this Agreement have been taken, and this Agreement constitutes, and when executed and delivered as contemplated hereby, the Lender Release will constitute, the valid and binding obligations of Lender in accordance with their respective terms. (b) Neither the execution of this Agreement or the Lender Release, nor the consummation of the transactions contemplated hereby will constitute a violation of or be in conflict with or constitute a default under any term or provision of any agreement, indenture, security arrangement or lease to enter into Transactions which Lender is a party. (c) The persons executing this Agreement, the Lender Release and to perform its obligations hereunder; (ii) it will engage in such Transactions as principal; (iii) the person signing this ASAP Plus Agreement is other Lender Deliveries on behalf of Lender are duly authorized to do so on its behalf; (iv) and all requisite action has been taken by Lender to authorize the execution, execution and delivery and performance of this ASAP Plus Agreement and Transactions hereunder will not violate any lawAgreement, ordinance, charter, by-law or rule applicable to it; (v) the Lender is not in breach Release and the consummation of the terms, conditions or provisions contained in, or in default under, any agreement by which it is bound or by which any of its assets are affected; (vi) Lender has executed each Collateral Document and each Collateral Document is in full force and effect and the Lender is not in default under any Collateral Document; (vii) Lender does not sell to Xxxxxx Mae all the Mortgage Loans that it originates; and (viii) Lender has not, without the written consent of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and the Lendertransactions contemplated hereby. (bd) The Lender further represents and warrants as of each Purchase Date that: (i) each Mortgage Loan sold by it to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements of the Agreement; (ii) all of the Mortgage Documents relating to such Mortgage LoansTo Lender's actual knowledge, including the mortgage notes, deeds of trust, or other security instruments, are complete in all material respects and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each Mortgage Loan sold to Xxxxxx Xxx in a Transaction, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx Mae; (iv) there is no interest in any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect to any Mortgage Loans sold to Xxxxxx Xxx in a Transaction, or any such servicing agreement has been terminated, and there are no restrictions that would impair existing material defaults under the ability of Xxxxxx Mae to service such Mortgage Loans; (vi) each Loan Documents. MIAMI 3859485.10 72496/43267 EXECUTION COPY The Parties have executed and delivered this Agreement, as of the Lender day and Xxxxxx Xxx is responsible for making its own determination as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement; and (vii) it has neither made to nor received from Xxxxxx Mae any representation as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement. (c) In additionyear first above written. LENDER: By: LNR Partners, the Lender hereby represents and warrants by checking the appropriate box belowLLC, that: it is not a federally insured institution or an affiliate or subsidiary of a federally insured institution; or it is a federally insured institution or an affiliate or subsidiary of a federally insured institution, and (i) the sale to Xxxxxx Xxx of the Mortgage Loans delivered pursuant to the Agreement has been either (a) specifically approved by the Board of Directors of the LenderFlorida limited liability company, as reflected in the minutes of attorney-in-fact By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President MIAMI 3859485.10 72496/43267 EXECUTION COPY BORROWER: XX XXXXXXXX XX, LLC, a Delaware limited liability company By: Glimcher Properties Limited Partnership, a Delaware limited partnership, its meetingssole equity member By: Glimcher Properties Corporation, or (b) approved by an officer of the Lender who was duly authorized by the Board of Directors of the Lender to enter into such types of Transactionsa Delaware corporation its sole general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President GUARANTOR: GLIMCHER PROPERTIES LIMITED PARTNERSHIP, as reflected in the minutes of a Delaware limited partnership, its meetingssole equity member By: Glimcher Properties Corporation, and (ii) this ASAP Plus Agreement, together with the Collateral Documents and the Guides, constitutes the “written agreement” governing the Lender’s sale to a Delaware corporation its sole general partner By: /s/ Xxxxxx Mae of the Mortgage Loans delivered pursuant hereto and the Lender (or any successor thereto) shall continuously maintain all components of such “written agreement” as an official record.X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President MIAMI 3859485.10 72496/43267 EXECUTION COPY None MIAMI 3859485.10 72496/43267 EXECUTION COPY

Appears in 1 contract

Samples: Loan Agreement (Glimcher Realty Trust)

Representations and Warranties of Lender. (a) In addition The Lender has adequate means of providing for its current financial needs and possible contingencies, and has no present need, and anticipates no need in the foreseeable future, to sell the representations and warranties Note or any of the warrants issued or to be issued pursuant to this Agreement. The Lender contained in is able to bear the Collateral Documentseconomic risk of this investment and, consequently, the Lender represents and warrants, as is able to hold any of the date securities it may acquire for an indefinite period of this ASAP Plus Agreement time, and is deemed has a sufficient net worth to represent and warrant as sustain a loss of each Purchase Date under this ASAP Plus Agreement, that: (i) it is duly authorized to execute and deliver this ASAP Plus Agreement, to enter into Transactions and to perform its obligations hereunder; (ii) it will engage entire investment in such Transactions as principal; (iii) the person signing this ASAP Plus Agreement is duly authorized to do so on its behalf; (iv) the execution, delivery and performance of this ASAP Plus Agreement and Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it; (v) the Lender is not in breach of the terms, conditions or provisions contained in, or in default under, any agreement by which it is bound or by which any of its assets are affected; (vi) Lender has executed each Collateral Document and each Collateral Document is in full force and effect and the Lender is not in default under any Collateral Document; (vii) Lender does not sell to Xxxxxx Mae all the Mortgage Loans that it originates; and (viii) Lender has not, without the written consent of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and the Lendersecurities. (b) The Lender further represents and warrants as is an "accredited investor" within the meaning of each Purchase Date that: (i) each Mortgage Loan sold by it to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements Regulation D of the Agreement; (ii) Securities Act and is acquiring the securities for its own account, for investment purposes only, and not with a view to the distribution of all or any part thereof. The Lender will not distribute or transfer any of the Mortgage Documents relating to such Mortgage Loans, including securities in the mortgage notes, deeds of trust, or other security instruments, are complete United States except in compliance with all material respects and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each Mortgage Loan sold to Xxxxxx Xxx in a Transaction, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx Mae; (iv) there is no interest in any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect to any Mortgage Loans sold to Xxxxxx Xxx in a Transaction, or any such servicing agreement has been terminated, and there are no restrictions that would impair the ability of Xxxxxx Mae to service such Mortgage Loans; (vi) each of the Lender and Xxxxxx Xxx is responsible for making its own determination as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement; and (vii) it has neither made to nor received from Xxxxxx Mae any representation as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreementapplicable federal securities laws. (c) In additionThe Lender acknowledges that it has been advised that the securities issued pursuant to warrants granted or to be granted under this Agreement (a) will not be registered under the Securities Act or any state securities or blue sky laws (the "Blue Sky Laws"), (b) will be "restricted securities" as defined in paragraph (a) (3) of Rule 144 under the Securities Act ("Rule 144"), (c) have been issued in reliance on the statutory exemptions contained in the Securities Act, (d) have been issued in reliance on the statutory exemptions contemplated in the Blue Sky Laws and that the Borrower relied on the representations of the Lender set forth herein in granting certain warrants to the Lender, (e) will not be transferable without registration under the Securities Act and applicable Blue Sky Laws, unless an exemption from the registration requirement thereof is available and an opinion of counsel to that effect satisfactory to the Borrower is delivered to the Borrower, and (f) will bear the following form of restrictive legend evidencing such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THE SAME ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE BORROWER RECEIVES AN OPINION FROM COUNSEL TO THE HOLDER THAT AN EXEMPTION FROM THE ACT IS AVAILABLE. Moreover, the Lender hereby represents has been advised that Rule 144 may not be available for resales nor may all of the registration rights contained in any warrant issued or to be issued pursuant to this Agreement be available unless the Borrower remains a reporting company subject to and warrants by checking is in compliance with the appropriate box belowrequirements of the Securities Exchange Act of 1934, that: it is not a federally insured institution or an affiliate or subsidiary of a federally insured institution; or it as amended, and the rules and regulations thereunder. (d) The Lender is a federally insured institution or an affiliate or subsidiary of a federally insured institutionlimited liability company duly organized, validly existing, and (i) in good standing under the sale laws of Delaware. The Lender has all requisite power and full legal right to Xxxxxx Xxx execute and deliver this Agreement, and to perform all of its respective obligations hereunder in accordance with all terms. This Agreement and the Mortgage Loans transactions contemplated hereby have been duly approved and authorized by all requisite corporate action, and constitutes when executed and delivered pursuant to the Agreement has been either (a) specifically approved by the Board of Directors a legal, valid and binding obligation of the Lender, as reflected enforceable against it and in the minutes of its meetings, or (b) approved by an officer of the Lender who was duly authorized by the Board of Directors of the Lender to enter into such types of Transactions, as reflected in the minutes of its meetings, and (ii) this ASAP Plus Agreement, together accordance with the Collateral Documents and the Guides, constitutes the “written agreement” governing the Lender’s sale to Xxxxxx Mae of the Mortgage Loans delivered pursuant hereto and the Lender (or any successor thereto) shall continuously maintain all components of such “written agreement” as an official recordterms.

Appears in 1 contract

Samples: Credit Agreement (Shepherd Surveillance Solutions Inc)

Representations and Warranties of Lender. Lender hereby represents and warrants as follows: 8.1. This Agreement, when executed and delivered by Lender, will constitute valid and legally binding obligations of Lender, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 8.2. Other than as disclosed in Schedule 8.2, the investment made by Lender is made, and any shares which may be acquired by Lender will be acquired, for Lender’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. Lender further represents that Lender does not presently have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any third party. 8.3. Lender, nor any of its advisors, employees, agents or partners, has either directly or indirectly, including through a broker or finder: (a) In addition engaged in any general solicitation; or (b) published any advertisement, in connection with the financing contemplated pursuant to this Agreement or the offer and sale of any securities of the Company which may be issued to Lender pursuant to the representations and warranties terms of this Agreement (including the Warrant, the Ordinary Shares issuable upon exercise of the Warrant and the shares issuable upon conversion of the Loan Amount (including any shares issued upon conversion of such shares into Ordinary Shares, if applicable)) (the “Securities”). 8.4. Lender contained in understands that the Collateral DocumentsSecurities will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Lender’s representations as expressed herein. Lender represents understands that the Securities shall be “restricted securities” under applicable U.S. federal and warrantsstate securities laws and that, pursuant to these laws, Lender must hold the Securities indefinitely unless they are registered with the United States Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Lender acknowledges that the Company has no obligation to register or qualify the Securities for resale. Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Company’s control, and which the Company is under no obligation and may not be able to satisfy. 8.5. Lender understands that no public market now exists for the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities. 8.6. The Lender is not, and the Lender is not acquiring the Securities for the account or benefit of, a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the Securities Act. The Lender is not, as of the date of this ASAP Plus Agreement and is deemed to represent and warrant as of each Purchase Date under this ASAP Plus Agreement, that: (i) it physically present in the United States. The Lender acknowledges that the Securities are being offered and sold to him in reliance on specific exemptions from registration under the Securities Act and U.S. state securities laws. The Lender acknowledges and agrees that certificates representing the Securities will contain one or more legends to the effect that a transfer of such securities is duly authorized to execute and deliver this ASAP Plus Agreement, to enter into Transactions and to perform its obligations hereunder; (ii) it will engage in such Transactions as principal; (iii) the person signing this ASAP Plus Agreement is duly authorized to do so on its behalf; (iv) the execution, delivery and performance of this ASAP Plus Agreement and Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it; (v) the Lender is not in breach of the terms, conditions or provisions contained in, or in default under, any agreement by which it is bound or by which any of its assets are affected; (vi) Lender has executed each Collateral Document and each Collateral Document is in full force and effect and the Lender is not in default under any Collateral Document; (vii) Lender does not sell to Xxxxxx Mae all the Mortgage Loans that it originates; and (viii) Lender has not, without the written consent of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae prohibited except pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and registration under the Lender. (b) The Lender further represents and warrants as of each Purchase Date that: (i) each Mortgage Loan sold by it to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements of the Agreement; (ii) all of the Mortgage Documents relating to such Mortgage Loans, including the mortgage notes, deeds of trust, or other security instruments, are complete in all material respects and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each Mortgage Loan sold to Xxxxxx Xxx in a Transaction, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx Mae; (iv) there is no interest in any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect to any Mortgage Loans sold to Xxxxxx Xxx in a Transaction, or any such servicing agreement has been terminated, and there are no restrictions that would impair the ability of Xxxxxx Mae to service such Mortgage Loans; (vi) each of the Lender and Xxxxxx Xxx is responsible for making its own determination as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement; and (vii) it has neither made to nor received from Xxxxxx Mae any representation as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement. (c) In addition, the Lender hereby represents and warrants by checking the appropriate box below, that: it is not a federally insured institution Securities Act or an affiliate or subsidiary of a federally insured institution; or it is a federally insured institution or an affiliate or subsidiary of a federally insured institution, and (i) the sale to Xxxxxx Xxx of the Mortgage Loans delivered pursuant to the Agreement has been either (a) specifically approved by the Board of Directors of the Lender, as reflected in the minutes of its meetings, or (b) approved by an officer of the Lender who was duly authorized by the Board of Directors of the Lender to enter into such types of Transactions, as reflected in the minutes of its meetings, and (ii) this ASAP Plus Agreement, together with the Collateral Documents and the Guides, constitutes the “written agreement” governing the Lender’s sale to Xxxxxx Mae of the Mortgage Loans delivered pursuant hereto and the Lender (or any successor thereto) shall continuously maintain all components of such “written agreement” as an official recordavailable exemption from registration.

Appears in 1 contract

Samples: Convertible Loan Credit Line Agreement (Macrocure Ltd.)

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Representations and Warranties of Lender. (a) In addition to 1 On the representations and warranties execution date of the Lender contained in the Collateral Documentsthis Agreement, the Lender represents and warrantswarrants to the Borrower that: (1) It has received an explanation from the Borrower of, as and fully understood, the matters regarding the basic scheme of the date Borrowing and Lending Transactions of Share Certificates hereunder and the risks pertaining to the Borrowing and Lending Transactions of Share Certificates (including the credit risk of the Borrower) and has performed transactions based on its decision and responsibility; (2) It has lawfully and effectively acquired the shares to be lent to the Borrower pursuant to this ASAP Plus Agreement; (3) It holds the shares to be lent to the Borrower pursuant to this Agreement, which have been lawfully and effectively issued and have the same rights as other outstanding shares of common stock in the Issuer in all respects, free and clear of any lien, pledge or other security interest, claim or any other encumbrance or restriction; (4) It is a shareholder of record with respect to the shares to be lent to the Borrower; and (5) It has the power and authority necessary to execute this Agreement and is deemed to represent and warrant as of each Purchase Date under this ASAP Plus Agreement, that: (i) it is duly authorized to execute and deliver this ASAP Plus Agreement, to enter into Transactions and to perform its obligations hereunder; (ii) it will engage in such Transactions as principal; (iii) the person signing . Its execution of this ASAP Plus Agreement is duly authorized to do so on its behalf; (iv) the execution, delivery and performance of this ASAP Plus Agreement its obligations hereunder have been duly authorized through its required internal procedures and Transactions hereunder will do not violate any lawlaws, ordinance, charter, by-law or rule regulations and rules applicable to it; (v) , the partnership agreement pertaining to the Lender is not in breach and other internal rules of the terms, conditions or Lender and the provisions contained in, or of other agreements that have been executed by the Lender other than this Agreement. 2 It will continue to comply with the matters set forth in default under, the preceding paragraph after the execution date of this Agreement and will not execute any new agreement by which it is bound or by which that violates this Agreement. 3 If any of its assets are affected; the representations or warranties set forth in the preceding two (vi2) paragraphs is false, the Lender has executed each Collateral Document shall compensate the Borrower for any cost and each Collateral Document is loss incurred by the Borrower as a result of relying on such false representation or warranty. 4 The Lender’s obligations set forth in Paragraph 3 of this article based on the representations and warranties set forth in Paragraphs 1 and 2 of this article will remain in full force and effect and after the Lender is not in default under any Collateral Document; (vii) Lender does not sell to Xxxxxx Mae all the Mortgage Loans that it originates; and (viii) Lender has not, without the written consent termination of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and the Lender. (b) The Lender further represents and warrants as of each Purchase Date that: (i) each Mortgage Loan sold by it to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements of the Agreement; (ii) all of the Mortgage Documents relating to such Mortgage Loans, including the mortgage notes, deeds of trust, or other security instruments, are complete in all material respects and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each Mortgage Loan sold to Xxxxxx Xxx in a Transaction, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx Mae; (iv) there is no interest in any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect to any Mortgage Loans sold to Xxxxxx Xxx in a Transaction, or any such servicing agreement has been terminated, and there are no restrictions that would impair the ability of Xxxxxx Mae to service such Mortgage Loans; (vi) each of the Lender and Xxxxxx Xxx is responsible for making its own determination as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement; and (vii) it has neither made to nor received from Xxxxxx Mae any representation as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement. (c) In addition, the Lender hereby represents and warrants by checking the appropriate box below, that: it is not a federally insured institution or an affiliate or subsidiary of a federally insured institution; or it is a federally insured institution or an affiliate or subsidiary of a federally insured institution, and (i) the sale to Xxxxxx Xxx of the Mortgage Loans delivered pursuant to the Agreement has been either (a) specifically approved by the Board of Directors of the Lender, as reflected in the minutes of its meetings, or (b) approved by an officer of the Lender who was duly authorized by the Board of Directors of the Lender to enter into such types of Transactions, as reflected in the minutes of its meetings, and (ii) this ASAP Plus Agreement, together with the Collateral Documents and the Guides, constitutes the “written agreement” governing the Lender’s sale to Xxxxxx Mae of the Mortgage Loans delivered pursuant hereto and the Lender (or any successor thereto) shall continuously maintain all components of such “written agreement” as an official record.

Appears in 1 contract

Samples: Agreement for Borrowing and Lending Transactions of Share Certificates (Techpoint, Inc.)

Representations and Warranties of Lender. (a) In addition to the representations and warranties of the Lender contained in the Collateral Documents, the Lender represents and warrants, as of the date of this ASAP Plus Agreement and is deemed to represent and warrant as of each Purchase Date under this ASAP Plus Agreement, that: (i) it is duly authorized to execute and deliver this ASAP Plus Agreement, to enter into Transactions the transactions contemplated hereunder and to perform its obligations hereunder; (ii) it will engage in such Transactions transactions as principal; (iii) the person signing this ASAP Plus Agreement is duly authorized to do so on its behalf; (iv) the execution, delivery and performance of this ASAP Plus Agreement and Transactions the transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it; (v) the Lender is not in breach of the terms, conditions or provisions contained in, or in default under, any agreement by which it is bound or by which any of its assets are affected; (vi) Lender has executed each Collateral Document and each Collateral Document is in full force and effect and the Lender is not in default under any Collateral Document; (vii) Lender does not sell to Xxxxxx Mae all the Mortgage Loans mortgage loans that it originates; and (viii) Lender has not, without the written consent of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and the Lender. (b) The Lender further represents and warrants as of each Purchase Date that: (i) each Mortgage Loan sold by it to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements of the Agreement; (ii) all of the Mortgage Documents relating to such Mortgage Loans, including the mortgage notes, deeds of trust, or other security instruments, are complete in all material respects and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each such Mortgage Loan sold to Xxxxxx Xxx in a TransactionLoan, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx MaeXxx; (iv) there is no interest in any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect to any such Mortgage Loans sold to Xxxxxx Xxx in a TransactionLoans, or any such servicing agreement has been terminated, and there are no restrictions that would impair the ability of Xxxxxx Mae Xxx to service such Mortgage Loans; (vi) each of the Lender and Xxxxxx Xxx Mae is responsible for making its own determination as to the appropriate accounting treatment for Transactions the transactions contemplated by this ASAP Plus Agreement; and (vii) it has neither made to nor received from Xxxxxx Mae Xxx any representation as to the appropriate accounting treatment for Transactions the transactions contemplated by this ASAP Plus Agreement. (c) In addition, the Lender hereby represents and warrants by checking the appropriate box below, that: ___ it is not a federally insured institution or an affiliate or subsidiary of a federally insured institution; or ___ it is a federally insured institution or an affiliate or subsidiary of a federally insured institution, and (i) the sale to Xxxxxx Xxx Mae of the Mortgage Loans delivered pursuant to the Agreement has been either (a) specifically approved by the Board of Directors of the Lender, as reflected in the minutes of its meetings, or (b) approved by an officer of the Lender who was duly authorized by the Board of Directors of the Lender to enter into such types of Transactionstransactions, as reflected in the minutes of its meetings, and (ii) this ASAP Plus Agreement, together with the Collateral Documents and the Guides, constitutes the “written agreement” governing the Lender’s sale to Xxxxxx Mae Xxx of the Mortgage Loans delivered pursuant hereto and the Lender (or any successor thereto) shall continuously maintain all components of such “written agreement” as an official record.

Appears in 1 contract

Samples: As Soon as Pooled Plus® Agreement (Nationstar Mortgage Holdings Inc.)

Representations and Warranties of Lender. (a) In addition to the representations and warranties of the Lender contained in the Collateral Documents, the Lender represents and warrants, as of the date of this ASAP Plus Agreement and is deemed to represent and warrant as of each Purchase Date under this ASAP Plus Agreement, that: (i) it is duly authorized to execute and deliver this ASAP Plus Agreement, to enter into Transactions and to perform its obligations hereunder; (ii) it will engage in such Transactions as principal; (iii) the person signing this ASAP Plus Agreement is duly authorized to do so on its behalf; (iv) the execution, delivery and performance of this ASAP Plus Agreement and Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it; (v) the Lender is not in breach of the terms, conditions or provisions contained in, or in default under, any agreement by which it is bound or by which any of its assets are affected; (vi) Lender has executed each Collateral Document and each Collateral Document is in full force and effect and the Lender is not in default under any Collateral Document; (vii) Lender does not sell to Xxxxxx Mae all the Mortgage Loans that it originates; and (viii) Lender has not, without the written consent of Xxxxxx Xxx, transferred the servicing of any Mortgage Loans that it services on behalf of Xxxxxx Mae pursuant to this ASAP Plus Agreement or any other agreement between Xxxxxx Xxx and the Lender. (b) The Lender further represents and warrants as of each Purchase Date that: (i) each Mortgage Loan sold by it to Xxxxxx Mae on such Purchase Date under this ASAP Plus Agreement meets the requirements of the Agreement; (ii) all of the Mortgage Documents relating to such Mortgage Loans, including the mortgage notes, deeds of trust, or other security instruments, are complete in all material respects and under Lender’s exclusive ownership and control; (iii) the Lender owns all rights, title, and interest in and to each Mortgage Loan sold to Xxxxxx Xxx in a Transaction, possesses unencumbered title to the mortgages securing such Mortgage Loans and has full right and authority to transfer such Mortgage Loans to Xxxxxx Mae; (iv) there is no interest in any Mortgage Loan sold to Xxxxxx Xxx in a Transaction which has been sold, assigned, transferred, pledged or hypothecated on such Purchase Date that is held by any party other than Xxxxxx Mae; (v) no servicing agreement has been entered into with respect to any Mortgage Loans sold to Xxxxxx Xxx in a Transaction, or any such servicing agreement has been terminated, and there are no restrictions that would impair the ability of Xxxxxx Mae to service such Mortgage Loans; (vi) each of the Lender and Xxxxxx Xxx is responsible for making its own determination as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement; and (vii) it has neither made to nor received from Xxxxxx Mae any representation as to the appropriate accounting treatment for Transactions contemplated by this ASAP Plus Agreement. (c) In addition, the Lender hereby represents and warrants by checking to the appropriate box below, Company that: it : 3.1 The Lender is not a federally insured institution or an affiliate or subsidiary acquiring the Company Common Shares for its own account with the present intention of a federally insured institution; or it is a federally insured institution or an affiliate or subsidiary holding such securities for purposes of a federally insured institutioninvestment, and that it has no intention of distributing such Company Common Shares or selling, transferring or otherwise disposing of such Company Common Shares in a public distribution, in any of such instances, in violation of the federal securities laws of the United States of America. 3.1 The Lender understands that (ia) the sale to Xxxxxx Xxx Company Common Shares are "restricted securities," as defined in Rule 144 promulgated under the Securities Act; (b) such Company Common Shares have not been registered under the Securities Act, and are being or will be issued in reliance on exemptions contained in Sections 3(a)(9) and 4(a)(2) of the Mortgage Loans delivered Securities Act; (c) the Company Common Shares may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act; and (d) until such time as the Company Common Shares become eligible for sale by it, either pursuant to the Agreement has registration of such shares under the Securities Act, or pursuant to a valid exemption from such registration, the certificates evidencing the Company Common Shares shall contain the following legend: “The shares of common stock evidenced by this certificate have not been either registered under the Securities Act of 1933, as amended (a) specifically approved by the Board “Act”). Such shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of Directors unless they have been so registered or the issuer of such shares shall have received an opinion of counsel satisfactory to it to the effect that registration thereof for purposes of transfer is not required under the Act or the securities laws of any state.” 3.2 The Lender is fully aware of the Lenderrestrictions on sale, as reflected in the minutes of its meetings, or (b) approved by an officer transferability and assignment of the Company Common Shares, and that it must the economic risk of retaining ownership of such securities for an indefinite period of time. The Lender who was duly authorized by is an “accredited investor,” as such term is defined in Regulation D promulgated under the Board of Directors Securities Act. The Lender understands that its acquisition of the Lender to enter into such types of TransactionsCompany Common Shares is a speculative investment, as reflected in the minutes of its meetings, and (ii) this ASAP Plus Agreement, together with the Collateral Documents and the Guides, constitutes the “written agreement” governing the Lender’s sale to Xxxxxx Mae of the Mortgage Loans delivered pursuant hereto and the Lender (or any successor thereto) shall continuously maintain all components represents that it is able to bear the risk of such “written agreement” as investment for an official recordindefinite period, and can afford a complete loss thereof. 3.3 This Agreement was prepared by Pxxxxxxx Sxxxxxxxx LLP, counsel for the Company. The Lender acknowledges that, in executing this Agreement, it has had the opportunity to seek the advice of independent legal and/or tax counsel, and has read and understood all of the terms and provisions of this Agreement.

Appears in 1 contract

Samples: Note Conversion Agreement (IIM Global Corp)

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