Representations and Warranties Regarding the Loans. The Seller represents and warrants to the Company as of the applicable Cut-Off Date and Addition Cut-Off Date as to each Loan conveyed on and as of each Closing Date or the related Addition Date, as applicable (except as otherwise expressly stated) as follows:
Representations and Warranties Regarding the Loans. 13.1 Broker shall, both in the conduct of Broker’s business generally, and in Broker’s handling of each Loan Application Package and the preparation of related documents and materials in particular, comply fully, completely and in a timely manner with every requirement of all applicable federal, local and state laws, rules, ordinances and regulations, including amendments to same, dealing with the origination of residential mortgage loans, including, without limitation, the following:
(a) the Equal Credit Opportunity Act; (b) the Truth in Lending Act; (c) the Real Estate Settlement Procedures Act; (d) the Fair Credit Reporting Act; (e) Fair Lending Laws, (f) any applicable state acts, codes, rules and/or regulations; (g) to the extent applicable, all rules, requirements and regulations of the CFPB, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Authority, the Government National Mortgage Association, the Department of Housing and Urban Development, the Veterans' Administration, and any other applicable state agencies and/or administrative authorities; and (h) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations issued thereunder, including without limitation, the Consumer Financial Protection Bureau’s Ability-to-Repay, Qualified Mortgage and Originator Compensation regulations. Broker shall not name AH in any disclosure statement or other document or instrument except as required by law as the lender or creditor, or otherwise.
13.2 Each Loan Application Package submitted to AH will be complete and prepared in accordance with AH’s current terms, conditions, policies and procedures, and Broker shall assume all responsibility for remedying any deviation, deficiency or defect prior to the funding of any Loan by AH.
13.3 Broker acknowledges that all Loans closed under this Agreement become the property of AH and that Broker has been compensated for Broker’s involvement therein and relinquishes all claims and rights to such Loans. Broker further agrees not to solicit for refinance any Loans closed by AH under this Agreement for a period of six (6) months from the date of closing.
13.4 No known statement, representation or document made or submitted to AH in connection with this Agreement or any Loan Application Package is untrue, inaccurate or misleading in any respect whatsoever, or omits any material fact necessary to make any statement or information included therein true...
Representations and Warranties Regarding the Loans. The Loan Originator hereby represents and warrants to the other parties to the Sale and Servicing Agreement and the Securityholders, with respect to each such Loan as of the related Transfer Date (except as otherwise expressly agreed in writing by the Majority Noteholders):
Representations and Warranties Regarding the Loans. The Originator hereby represents and warrants, to the Indenture Trustee, for the benefit of the Noteholders, that as of the Closing Date with respect to each Loan sold to the Issuer on the Closing Date, if any, and as of each Transfer Date with respect to each Loan sold to the Issuer on each Transfer Date:
(a) the Loan is evidenced by a promissory note that has been duly authorized and that, together with the related Loan Documents, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Loan to pay the stated amount of the Loan and interest thereon, and the related Loan Documents are enforceable against such Obligor in accordance with their respective terms;
(b) the Loan was originated in accordance with the terms of the Credit and Collection Policy and arose in the ordinary course of the Originator's business from the lending of money to the related Obligor;
(c) the Loan is not a Defaulted Loan or a Charged-Off Loan, and no payment or portion thereof is more than 30 days Delinquent;
(d) the Obligor of such Loan has executed all appropriate documentation required by the Originator, as required by, and in accordance with, the Credit and Collection Policy;
(e) the Loan, together with the Loan Documents related thereto, is a "general intangible," an "instrument," a "payment intangible," an "account," or "chattel paper" within the meaning of the UCC of all jurisdictions that govern the perfection of the security interest granted therein;
(f) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the making of such Loan have been duly obtained, effected or given and are in full force and effect;
(g) any applicable taxes in connection with the transfer of such Loan have been paid and the Obligor has been given any assurances (including with respect to the payment of transfer taxes and compliance with securities laws) required by the Loan Documents in connection with the transfer of the Loan;
(h) the Loan is denominated and payable only in Dollars in the United States;
(i) the Loan bears some current cash interest, which is due and payable monthly or quarterly;
(j) the Loan, together with the related Loan Documents, was originated in accordance with, and does not contravene in any material respect any Applicable Laws (including, without limitation, laws, rules and regulations ...
Representations and Warranties Regarding the Loans. The Originator hereby represents and warrants, to the Borrower and to the Agent, for the benefit of the Lender Group, that as of the Closing Date with respect to each Loan sold or contributed to the Borrower on the Closing Date, if any, and as of each Transfer Date with respect to each Loan sold or contributed to the Borrower on each Transfer Date after the Closing Date, that:
(a) such Loan qualified as an Eligible Note Receivable in all respects; and
(b) any applicable taxes in connection with the transfer of such Loan have been paid and the Obligor has been given any assurances (including with respect to the payment of transfer taxes and compliance with securities laws) required by the Obligor Loan Documents in connection with the transfer of the Loan. It is understood and agreed that the representations and warranties set forth herein shall survive delivery of the respective Loan Files to the Borrower and/or Collateral Custodian and the sale of the applicable Note Receivable to Borrower, and shall inure to the benefit of the Borrower, Agent and Lender Group, as applicable, and their successors and assigns, notwithstanding any restrictive or qualified endorsement or assignment.
Representations and Warranties Regarding the Loans. The Seller and FRI jointly and severally represent and warrant to the Company as of the applicable Cut-Off Date and Addition Cut-Off Date as to each Loan conveyed on and as of each Closing Date or the related Addition Date, as applicable (except as otherwise expressly stated and except that representations and warranties with respect to Kona apply only to Loans conveyed on or after the Kona Addition Date and representations and warranties with respect to SDI apply only to Loans conveyed on or after the SDI Addition Date) as follows:
Representations and Warranties Regarding the Loans. OOMC and the Company hereby jointly and severally represent and warrants to the Note Purchaser that, as to each Loan, as of the related Advance Date financing the Company's acquisition of such Loan:
Representations and Warranties Regarding the Loans. (a) The Borrower hereby represents and warrants to the Agent and the Lenders as of the Closing Date, each Borrowing Date, each Settlement Date and each Transfer Date that each of the representations and warranties set forth in the Eligibility Criteria are true and correct (i) with respect to each Pool Loan included in the Borrowing Base as an Eligible Loan on such date and (ii) in the case of any Transfer Date, with respect to each Loan being transferred to the Borrower on such date.
(b) With respect to the representations and warranties set forth in the Eligibility Criteria that are made to the best of any Transaction Party's knowledge or as to which the Transaction Parties have no knowledge, if it is discovered by any Transaction Party, any Lender or the Agent that the substance of such representation and warranty is inaccurate then, notwithstanding the lack of knowledge by any Transaction Party with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty for purposes of this Section 8.4.
(c) It is understood and agreed that the representations and warranties set forth in the Eligibility Criteria shall survive the contribution of the Pool Loans to the Borrower, the grant of a security interest in the Pool Loans to the Agent and the delivery of the respective Loan Files pursuant to Section 8.1.
(d) Upon discovery by any Transaction Party, any Lender or the Agent of a breach of any of the representations and warranties set forth in the Eligibility Criteria, without regard to any limitation set forth therein concerning the knowledge of any Transaction Party as to the facts stated therein, the party discovering such breach shall give prompt written notice to the other parties. Not later than fifteen (15) Business Days after its discovery or its receipt of notice of any material breach, the Borrower shall cause PMC to either (i) cure such breach or (ii) purchase such Pool Loan from the Borrower at the applicable Purchase Price in accordance with Section 8.3 and the Purchase Agreement or substitute an Eligible Substitute Loan for such Loan in accordance with Section 8.5 and the Purchase Agreement; provided, that if the Borrower is diligently attempting to cure such defect and such defect is reasonably capable of being cured, then Borrower shall have an additional five (5) Business Days to effect such c...
Representations and Warranties Regarding the Loans. (i) All of the Loans were made for good, valuable and adequate consideration in the ordinary course of the business of Seller, in accordance with sound lending practices, and they are not subject to any known defenses, rights of rescission, setoffs or counterclaims, including without limitation, any afforded by usury or truth in lending laws, except as otherwise provided by bankruptcy, insolvency or similar laws; (ii) the notes and other instruments evidencing the Loans and all forms of pledges and other collateral documents and security agreements are in all material respects enforceable, valid, true and genuine and what they purport to be; (iii) Seller has complied and will through the Closing Date comply with all laws and regulations relating to the Loans, or to the extent there has not been such compliance, Seller’s failure to comply with such laws and regulations will not materially interfere with the collection of any Loan; (iv) the documents provided by Seller to Buyer in connection with Buyer’s analysis of the Loans are true, complete and genuine versions thereof which do not intentionally omit information necessary in order to make the information contained therein accurate and complete; and (v) the terms of the Loans have not been impaired, waived or modified, except by written instruments contained in the loan files which have been made available to Buyer. All of the Loans were made in accordance with Seller’s customary lending standards in the ordinary course of business. Seller does not make any warranties with respect to the collectibility of the Loans or the creditworthiness of any makers, guarantors or obligors thereof.
Representations and Warranties Regarding the Loans. With respect to each Loan, subject to the exceptions set forth in Schedule III-B hereto, Seller makes the representations and warranties set forth in Schedule III-A hereto to Purchaser, in each case as of the Closing Date unless a different date is expressly specified in such representation and warranty. 8.3
