Representations and Warranties Relating to the Mortgage Loans. The Seller or its affiliate is the sole owner of record and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Immediately prior to the transfer and assignment to the Depositor on the Closing Date, The Mortgage Loan, including the Mortgage Note and the Mortgage, were not subject to an assignment or pledge, and the Seller had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Depositor free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan and following the sale of the Mortgage Loan, The Depositor will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest.
Representations and Warranties Relating to the Mortgage Loans. DLJMC, in its capacity as Seller, hereby makes the representations and warranties set forth in this Schedule IV to the Depositor and the Trustee, as of the Closing Date, or the date specified herein, with respect to the Mortgage Loans identified on Schedule I hereto.
Representations and Warranties Relating to the Mortgage Loans. The Originator hereby represents and warrants to the Purchaser, with respect to each Mortgage Loan that is a Mortgage Loan as of the Closing Date (or in the case of certain specified representations and warranties, as of the Cut-off Date) or as of such other date specifically provided herein (except that with respect to any Qualified Substitute Mortgage Loan such representations and warranties shall be as of the date of substitution and made by the Originator), that:
Representations and Warranties Relating to the Mortgage Loans. (a) The Originator and the Obligor hereby represent and warrant with respect to the Mortgage Loans to the Purchaser that as of the Closing Date or as of such date specifically provided herein:
(1) The applicable Seller has good title to and is the sole owner and holder of the related Mortgage Loans;
(2) Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Notes and the Mortgage Loans were not subject to an assignment or pledge, and the applicable Seller has full right and authority to sell and assign the related Mortgage Loans;
(3) The applicable Seller is transferring the related Mortgage Loan to the Purchaser free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans;
(4) The information set forth on each Schedule is true and correct in all material respects as of the Cut-off Date or such other date as may be indicated in such schedule;
(5) The Mortgage Loan has been acquired, serviced, collected and otherwise dealt with by the Originator and any affiliate of the Originator in compliance with all applicable federal, state and local laws and regulations and the terms of the related Mortgage Note and Mortgage;
(6) The related Mortgage Note and Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(7) The related Mortgage is a valid and enforceable first or second lien on the related Mortgaged Property, which Mortgaged Property is free and clear of all encumbrances and liens (including mechanics liens) having priority over the first or second lien of the Mortgage except for: (i) liens for real estate taxes and assessments not yet due and payable; (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally or specifically reflected or considered in the lender's title insurance policy delivered to the originator of the Mortgage Loan and referred to in the appraisal made in connection with the origination of the related Mortga...
Representations and Warranties Relating to the Mortgage Loans. The Originator and the Obligor hereby represent and warrant with respect to the Mortgage Loans to the Purchaser that as of the Closing Date or as of such date specifically provided herein:
Representations and Warranties Relating to the Mortgage Loans. As to each Mortgage Loan (and the related Mortgage, Mortgage Notes or Loan Agreements, as applicable, Assignments and Mortgaged Property), Seller shall be deemed to make the following representations and warranties to Purchaser and Indenture Trustee as of the Closing Date.
(a) The information set forth in the Mortgage Loan Schedule is complete, true and correct in all material respects;
(b) None of the Mortgage Loans by Stated Principal Balance have no payment which is greater than 29 days past due and the remainder of the Mortgage Loans have no payment which is greater than 59 days past due. No Mortgage Loan has been dishonored. To the best of Seller’s knowledge, there are no material defaults under the terms of the Mortgage Loan, except as set forth in this paragraph;
(c) To the best of Seller’s knowledge, there is no valid offset, right of rescission, defense or counterclaim of any obligor under any Mortgage Note, Loan Agreement or Mortgage, including the obligation of the Mortgagor to pay the unpaid principal of or interest on such Mortgage Note or Loan Agreement, and any applicable right of rescission has expired, nor will the operation of any of the terms of such Mortgage Note, Loan Agreement or Mortgage, or the exercise of any right thereunder, render either the Mortgage Note, Loan Agreement or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, recoupment, counterclaim or defense, including, without limitation, the defense of usury, and no such right of rescission, set-off, recoupment, counterclaim or defense has been asserted with respect thereto. To the best of Seller’s knowledge, no Mortgage Loan is subject to any pending bankruptcy, insolvency, reorganization or moratorium;
(d) Other than amounts that constitute Permitted Liens, to the best of Seller’s knowledge, there are no mechanics’ liens or similar liens or claims for work, labor or material affecting any Mortgaged Property which have been filed (and no rights are outstanding that under law could give rise to such liens), which are or may be a lien prior to, or equal with, the lien of such Mortgage;
(e) To the best of Seller’s knowledge, as of the Closing Date, there was and there currently is no material damage to any Mortgaged Property. To the best of Seller’s knowledge, there is no proceeding pending or threatened for the total or partial condemnation of any of the Mortgaged Properties. The Seller has not received notification that any such p...
Representations and Warranties Relating to the Mortgage Loans. The Seller represents and warrants to the Purchaser as of the Closing Date that, as to each Mortgage Loan, immediately prior to the sale and transfer of such Mortgage Loan by the Seller to the Purchaser:
(a) The Mortgage Loans had, as of the Cut-Off Date, an aggregate Principal Balance equal to $51,583,721.78, and all of the information set forth in the Mortgage Loan Schedule is complete, true and correct;
(b) All payments required to be made up to the Cut-Off Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited. Unless otherwise specified on the Mortgage Loan Schedule, no payment required under the Mortgage Loan is more than 30 days delinquent nor has any payment under the Mortgage Loan been delinquent for more than 30 days more than once in the 12 months preceding the Cut-Off Date; and the first Monthly Payment has been made or shall be made, as the case may be, with respect to the Mortgage Loan on the Due Date or within the grace period;
(c) To the best of Seller's knowledge, there are no defaults in complying with the terms of the Mortgage and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan;
(d) The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded, if necessary to protect the interests of the Purchaser, and delivered to the Purchaser. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the policy, and its terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage File delivered to the Purchaser and the terms of which are reflected in the Mortgage Loan Schedule;
(e) The Mortgage Loan is not s...
Representations and Warranties Relating to the Mortgage Loans. In connection with the Mortgage Loans transferred and assigned hereunder, Xxxxxx Mae may, at its option, elect to repurchase any Mortgage Loan as to which there shall have occurred (i) a material breach of any representation and warranty made (including, for this purpose, any eligibility requirement) under the Sale and Servicing Agreement and (ii) the failure by any responsible party to take appropriate action with respect thereto pursuant to the Sale and Servicing Agreement. The Trustee agrees to release any Mortgage Loan from the Trust upon payment of the Purchase Price therefor in the event that such Mortgage Loan is the subject of a breach of a representation and warranty and an election has been made to repurchase the Mortgage Loan.
Representations and Warranties Relating to the Mortgage Loans. In addition to the assignment of the TMFI Contractual Rights, the Seller hereby makes the representations and warranties set forth in Schedule III hereto applicable to the Mortgage Loans and by this reference incorporated herein, as of the Closing Date.
Representations and Warranties Relating to the Mortgage Loans. In connection with the Mortgage Loans transferred and assigned hereunder, Xxxxxx Mae may, at its option, elect to repurchase any Mortgage Loan as to which there shall have occurred (i) a material breach of any representation and warranty made (including, for this purpose, any eligibility requirement) under the Sale and Servicing Agreement and (ii) the failure by any responsible party to take appropriate action with respect thereto pursuant to the Sale and Servicing Agreement. The Trustee agrees to release any Mortgage Loan from the Trust upon payment of the Purchase Price therefor in the event that such Mortgage Loan is the subject of a breach of a representation and warranty and an election has been made to repurchase the Mortgage Loan. In connection with such transfer of each Mortgage Loan, Xxxxxx Xxx shall have taken possession of the related Mortgage Note endorsed in blank by the Servicer under the Sale and Servicing Agreement, together with such other related documents as Xxxxxx Mae shall have deemed necessary. In the event that Xxxxxx Xxx shall discover subsequent to the transfer and assignment of a Mortgage Loan to the Trustee that the actual principal balance of such Mortgage Loan at the date such Mortgage Loan’s principal balance was calculated was different from such Mortgage Loan’s Issue Date Principal Balance as specified in the Mortgage Loan Schedule, Xxxxxx Mae may make such adjustments as shall be necessary to bring such actual balance and specified principal balance into agreement.
