Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent and warrant to Credit Agent and Lenders, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that: (a) Borrowers have not selected the Collateral in a manner so as to affect adversely Lenders' interests. (b) A Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), of the Pledged Loans and the Pledged Securities. All Pledged Loans, Pledged Securities and related Purchase Commitments have been duly authorized and validly issued to a 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 Credit Agent, for the benefit of Lenders, subject to no other Liens. (c) A Borrower has, 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. (d) Each Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) 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 (4) has not been modified, amended or any requirements of which waived, except in writing that is part of the Collateral Documents. (e) Each Pledged Loan is secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia. (f) Each Pledged Loan (other than a Third Party Originated Loan, a Construction/Perm Mortgage Loan, an Early Buyout Mortgage Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Advance made against it. (g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced in the face amount of its Mortgage Note. (h) Each First Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage. (i) Each First Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans. (j) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage. (k) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans. (l) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA. (m) The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of Borrowers, (2) an "instrument" within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars. (n) No default has existed for 30 days or more under any Mortgage Loan included in the Pledged Loans other than an Impaired Mortgage Loan or an Early Buyout Loan.
Appears in 2 contracts
Samples: Warehousing Credit, Term Loan and Security Agreement (American Home Mortgage Investment Corp), Warehousing Credit, Term Loan and Security Agreement (American Home Mortgage Investment Corp)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Borrower represents and warrant warrants to Credit Agent and LendersLender, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have : Borrower has not selected the Collateral in a manner so as to affect adversely Lenders' Lender's interests.
(b) A . Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), of the Pledged Loans and the Pledged Securities. All Pledged Loans, Pledged Securities and related Purchase Commitments have been duly authorized and validly issued to a 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 Credit Agent, for the benefit of LendersLender, subject to no other Liens.
(c) A . Borrower has, 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.
(d) . Each Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) 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 (4) has not been modified, amended or any requirements of which waived, except in writing that is part of the Collateral Documents.
(e) . Each Pledged Loan is denominated in dollars and secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.
(f) Each Pledged Loan (other than a . Unless Third Party Originated LoanLoans are permitted, a Construction/Perm Mortgage Loan, an Early Buyout Mortgage each Pledged Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Warehousing Advance made against it.
(g) . Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced in the face amount of its Mortgage Note.
(h) . Each First Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(i) . Each First Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(j) . Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(k) . To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) . Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(m) . The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of BorrowersBorrower, (2) an "instrument" within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.
(n) . No default has existed for 30 60 days or more under any Mortgage Loan included in the Pledged Loans other than an Impaired Loans. No party to a Mortgage Loan or an Early Buyout any related document is in violation of any applicable law, rule or regulation that 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 document. All fire and casualty policies covering the real property and improvements encumbered by each Mortgage included in the Pledged Loans (1) name and will continue to name 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 usually insured against in the broad form of extended coverage insurance generally available. Pledged Loans secured by real property and improvements located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency are and will continue to be covered by special flood insurance under the National Flood Insurance Program. Each Pledged Loan against which a Warehousing Advance is made on the basis of a Purchase Commitment meets all of the requirements of that Purchase Commitment, and each Pledged Security against which a Warehousing Advance is outstanding meets all of the requirements of the related Purchase Commitment. 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 issuing or guaranteeing the Agency Securities. Pledged Loans that are intended to be used in the formation of Mortgage-backed Securities (other than Agency Securities) comply with the requirements of the issuer of the Mortgage-backed Securities (or its sponsor) and of the Rating Agencies. The original assignments of Mortgage delivered to Lender for each Pledged Loan (other than Pledged Loans registered on MERS) are in recordable form and comply with all applicable laws and regulations governing the filing and recording of such documents. None of the mortgagors, guarantors or other obligors of any Pledged Loan is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law. No Pledged Loan delivered to Lender is a Discontinued Loan. Each Pledged Loan secured by real property to which a Manufactured Home is affixed will create a valid Lien on that Manufactured Home that will have priority over any other Lien on the Manufactured Home, whether or not arising under applicable real property law.
Appears in 1 contract
Samples: Warehousing Agreement (E Loan Inc)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Borrower represents and warrant warrants to Credit Agent and Lenders, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have Borrower has not selected the Collateral in a manner so as to affect adversely Lenders' Credit Agent’s or Lender’s interests.
(b) A Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), of the Pledged Loans and the Pledged Securities. All Pledged Loans, Pledged Securities and related Purchase Commitments have been duly authorized and validly issued to a 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 Credit Agent, for the benefit of LendersLender, subject to no other Liens.
(c) A Borrower has, 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.
(d) Each Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) 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 Note, (4) has not been modified, amended or any requirements of which waived, except in a writing that is part of the Collateral Documents, and (5) complies and will continue to comply with the terms of this Agreement, the related Purchase Commitment, and the standard practices of the applicable Federal Agency or Investor.
(e) Each Pledged Loan is directly or indirectly (in the case of a Xxxxxxx Mac Direct Purchase Mortgage Loan) secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.
(f) Each Pledged Loan (other than a Third Party Originated Loan, a Construction/Perm Mortgage Loan, an Early Buyout Mortgage Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Warehousing Advance made against itit or from Borrower’s unencumbered funds.
(g) Except for open-ended Second FHA Construction Mortgage Loans, FHA Modified Mortgage Loans and Special Xxxxxx Mae Mortgage Loans, each Mortgage Loan has been fully advanced in the face amount of its Mortgage Note.
(h) Each Pledged Loan is a First Mortgage Loan, unless permitted to be a Subordinate Mortgage Loan under Exhibit C (in which case such Pledged Loan may only be a Second Mortgage Loan).
(i) Each First Mortgage Loan is secured directly or indirectly (in the case of a Xxxxxxx Mac Direct Purchase Mortgage Loan) by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(ij) Each First Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(jk) The real property securing each Pledged Loan has been evaluated or appraised in accordance with Title Xl of FIRREA, USPAP, and the requirements of the applicable Federal Agency or Investor.
(l) Each Subordinate Mortgage Loan (to the extent Subordinate Mortgage Loans are permitted by Exhibit C) is a Second Mortgage Loan is secured by a on the premises described in that Mortgage. With respect to each Second Mortgage Loan, Borrower shall be the servicer, and the lender with respect to such Second Mortgage Loan shall also be the lender with respect to the senior Mortgage Loan on the real property and improvements described in or covered by that Mortgagesuch Property.
(km) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Subordinate Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(mn) The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of BorrowersBorrower, (2) an "“instrument" ” within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.
(no) No default exists under any Mortgage Loan when such Mortgage Loan first is included as a Pledged Loans, and no default has existed for 30 60 days or more under any such Mortgage Loan at any time thereafter.
(p) No party to a Mortgage Loan or any related document is in violation of any applicable law, rule or regulation that would impair the collectability of the Mortgage Loan or the performance by the mortgagor or any other obligor of his or her obligations under the Mortgage Note or any related document.
(q) All fire and casualty policies covering the real property and improvements encumbered by each Mortgage included in the Pledged Loans (1) name and will continue to name 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 than an Impaired risks as are usually insured against in the broad form of extended coverage insurance generally available.
(r) Pledged Loans secured by real property and improvements located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency are and will continue to be covered by special flood insurance under the National Flood Insurance Program.
(s) The real property and improvements securing each Pledged Loan are free of damage or waste and are in good repair, and no improvement located on or being a part of such real property violates any applicable zoning law or regulation (unless constituting a legal non-conforming use or improvement).
(t) No notice of any partial or total condemnation has been given with respect to the real property and improvements securing any Pledged Loan.
(u) Each Pledged Loan against which a Warehousing Advance has been or will be made on the basis of a Purchase Commitment, meets all of the requirements of that Purchase Commitment, and each Pledged Security against which a Warehousing Advance is outstanding meets all of the requirements of the related Purchase Commitment.
(v) 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 issuing or guaranteeing the Agency Securities.
(w) None of the Pledged Loans is a graduated payment Mortgage Loan or an Early Buyout 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.
(x) Neither Borrower nor any of Borrower’s Affiliates has any ownership interest, right to acquire any ownership interest or equivalent economic interest in any property securing a Pledged Loan or the mortgagor under the Pledged Loan or any other obligor on the Mortgage Note for such Pledged Loan, except as and to the extent permitted by the applicable Federal Agency issuing a Purchase Commitment with respect to such Pledged Loan.
(y) The original assignments of Mortgage delivered to Lender for each Pledged Loan are in recordable form and comply with all applicable laws and regulations governing the filing and recording of such documents.
(z) None of the mortgagors, guarantors or other obligors of any Pledged Loan is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law.
Appears in 1 contract
Samples: Mortgage Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent The Borrower represents and warrant warrants to Credit Agent and the Lenders, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have 8.2.1 The Borrower has not selected the Collateral in a manner so as to affect adversely Lenders' Lender's interests.
(b) A 8.2.2 The Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), of the Pledged Loans and the Pledged SecuritiesAssets. All Pledged Loans, Pledged Securities Assets and related Purchase Commitments have been duly authorized and validly issued to a 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 Credit Agent, for the benefit of LendersLender, subject to no other Liens.
(c) A 8.2.3 The Borrower has, 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.
(d) 8.2.4 Each Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) 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 (4) 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 related document is in violation of any applicable law, rule or regulation 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 document.
(e) 8.2.5 Each Pledged Loan is secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.
(f) Each Pledged Loan (other than a 8.2.6 Unless Third Party Originated LoanLoans are permitted, a Construction/Perm Mortgage Loan, an Early Buyout Mortgage each Pledged Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Warehousing Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each 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 borrower thereunder, will be held by the Borrower in escrow to be disbursed upon the completion of repairs to the subject property.
(h) 8.2.8 Each First Mortgage is a first Lien on the premises described in that Mortgage and each Second Mortgage Loan or a Third Mortgage Loan is secured by a First Mortgage second or third Lien on the real property and improvements premises described in or covered by that Mortgage.
(i) , and with respect to each Second Mortgage Loan or Third Mortgage Loan, the Borrower shall be the servicer, and the Purchase Commitment shall be from the same Investor which holds the senior Lien on the Property and Third Mortgage Loans shall only be Xxxxxx Xxx Mortgage Loans. Each First Mortgage 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 the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(j) 8.2.9 Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(k) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) Each Mortgage Loan Property has been evaluated or appraised in accordance with Title XI of FIRREA, to the extent required.
(m) 8.2.10 The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of Borrowersthe Borrower, (2) an "instrument" ' within the meaning of Article 9 Section 9-102 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.
(n) 8.2.11 No default has existed for 30 60 days or more under any Mortgage Loan included in the Pledged Loans.
8.2.12 The Borrower has complied and will continue to comply with all laws, rules and regulations in respect of the FHA insurance of each Mortgage Loan included in the Pledged Mortgages designated by the Borrower as an FHA insured or VA guaranteed 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 Loans (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 usually insured against in the broadest form of extended coverage insurance available.
8.2.14 Pledged Loans secured by premises located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency are and will continue to be covered by special flood insurance under the National Flood Insurance Program.
8.2.15 Each Pledged Loan against which a Warehousing Advance is made on the basis of a Purchase Commitment meets all of the requirements of that Purchase Commitment, and each Pledged Security against which a Warehousing 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 Pledged Loans that are intended to be used in the formation of Mortgage-backed Securities (other than an Impaired Agency Securities) comply with the requirements of the issuer of the Mortgage-backed Securities (or its sponsor) and of the Rating Agencies.
8.2.18 None of the Pledged Loans is a graduated payment Mortgage Loan or an Early Buyout Loanhas 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.
8.2.19 The Borrower has no ownership interest, right to acquire any ownership interest or equivalent economic interest in any property securing a Mortgage Loan or the mortgagor under the Mortgage Loan or any other obligor on, or guarantor of, the Mortgage Note.
8.2.20 The original assignments of Mortgage and of UCC financing statements delivered to the 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.
8.2.21 Each Pledged Loan secured by real property to which a manufactured home is affixed will create a valid Lien on that manufactured home that will have priority over any other Lien on the manufactured home, whether or not arising under applicable real property law or the UCC or other applicable law.
Appears in 1 contract
Samples: Mortgage Warehousing Credit and Security Agreement (Chartermac)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Borrower represents and warrant warrants to Credit Administrative Agent and Lenders, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have not selected the Collateral in a manner so as to affect adversely Lenders' interests.
(b) A Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted or permitted under this Agreement), ) of the Pledged Loans and Collateral, including the Pledged SecuritiesLoans. All Pledged Loans, Pledged Securities and related Purchase Commitments Loans have been duly authorized and validly issued to a Borrowerissued, 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 Credit Administrative Agent, for the benefit of Lenders, subject to no Liens other Liensthan the Liens granted or permitted under this Agreement.
(cb) A Borrower has, 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.
(dc) Each Mortgage Loan and each related document included in the Pledged Loans (1i) has been duly executed and delivered by the parties to that such Mortgage Loan and that related document, (2ii) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3iii) 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 such Mortgage Loan or any other obligor on the Mortgage Note and Note, (4iv) has not been modifiedmodified or amended, amended or any and no requirements of which waived, such Mortgage Loan have been waived except in a writing that is part of the Collateral Documents, and (v) complies and will continue to comply with the terms of this Agreement and the Underwriting Guidelines, unless waived by the Administrative Agent.
(ed) Each Pledged Loan is (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.
(e) Each Pledged Loan has been (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) closed and funded with the Warehousing Advance made against it, unless such Pledged Loan is to be subject to multiple draws by the borrower thereof.
(f) Each Pledged Loan has been (other than a Third Party Originated Loan, a Construction/Perm Mortgage Loan, an Early Buyout or with respect to the Mortgage Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest ratesubject to the particular Warehousing Advance Request, will be) has been closed or will be closed and funded with the Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced (either directly to the mortgage borrower or into escrow) in the face amount of its Mortgage Note.
(g) Each Pledged Loan is (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) a First Mortgage Loan.
(h) Each First Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(i) Each First Mortgage Pledged Loan has or will have a title insurance policy, policy in ALTA form or equivalent, Form (including a commitment to issue a policy after the particular Warehousing Advance Request) from a recognized title insurance company, company insuring the priority of the Lien of the Mortgage and meeting the usual requirements otherwise acceptable to Administrative Agent, in its discretion.
(i) Each Mortgaged Property has been appraised in accordance with USPAP and Title XI of Investors purchasing those Mortgage LoansFIRREA, if applicable.
(j) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(k) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(m) The Mortgage Note for each Pledged Loan is (1i) payable or endorsed to the order of BorrowersBorrower, (2ii) an "“instrument" ” within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3iii) is denominated and payable in United States dollars.
(nk) No On the date of any Warehousing Advance, no monetary or other default has existed for 30 days or more under any exists with respect to the Mortgage Loan being financed with such Warehousing Advance on such date, and such Mortgage Loan otherwise is in material compliance with all other provisions of the documents evidencing such Mortgage Loan.
(l) To the best of Borrower’s knowledge, after due inquiry, no party to a Mortgage Loan or any related document is in violation of any applicable law, rule or regulation that would impair the collectability of the Mortgage Loan, the enforceability of any insurance policy or claim or the performance by the mortgagor or any other obligor of its obligations under the Mortgage Note or any related document.
(m) All fire and casualty policies covering the real property and improvements encumbered by each Mortgage included in the Pledged Loans (i) name and will continue to name Borrower (or Servicer) and its successors and assigns as the insured under a standard mortgagee clause, (ii) are and will continue to be in full force and effect, (iii) afford and will continue to afford insurance against fire and such other than an Impaired risks as are usually insured against in the broad form of extended coverage insurance generally available, and (iv) comply in all respects with the requirements of the permanent loan program for which the subject Mortgaged Property is targeted.
(n) Pledged Loans secured by real property and improvements located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency are and will continue to be covered by special flood insurance under the National Flood Insurance Program.
(o) Each Pledged Loan provides for periodic payments of all accrued interest on the Mortgage Loan on at least a monthly basis.
(p) Unless otherwise approved in writing by Administrative Agent, neither Borrower, Guarantor, nor any of Borrower’s or an Early Buyout Guarantor’s Affiliates (i) has any ownership interest, right to acquire any ownership interest (except as may arise upon exercise of remedies under the Pledged Loans) or equivalent economic interest in any Mortgaged Property securing a Pledged Loan, or the mortgagor under the Mortgage securing a Pledged Loan, or any other obligor on the Mortgage Note for such Pledged Loan, or (ii) is a managing member, general partner or otherwise, directly or indirectly, in control of any such mortgagor or obligor.
(q) The original Collateral Assignment of Mortgage and of UCC financing statements delivered to Administrative 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, and have been or will be duly recorded and/or filed.
(r) To Borrower’s knowledge, none of the mortgagors, guarantors or other obligors of any Pledged Loan is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law.
(s) Each Pledged Loan is a Pledged Loan as to which Borrower has conducted its customary due diligence and review, including review of the financial condition of the obligor under the related Mortgage Note and inspection of the improved real property subject to the Mortgage, and such customary due diligence and review have not revealed facts that would adversely affect collectability of the Pledged Loan.
(t) Each Pledged Loan has been underwritten with the expectation that, at or prior to the stated maturity thereunder, the Mortgaged Property will be eligible for a Mortgage Loan under FHA standards for insured permanent Mortgage Loans on Multifamily Properties, or under Xxxxxx Xxx or Xxxxxxx Mac standards, with any current deviations from the foregoing specifically identified in the Credit Underwriting Documents.
(u) Each Mortgage Loan satisfies the terms, conditions and requirements of an Eligible Loan.
(v) The amount of the Warehousing Advance does not, at the time such Warehousing Advance is made, exceed the lesser of (i) 75% of the amount of the Mortgage Note Amount of the Mortgage Loan against which such Warehousing Advance is being made, and (ii) 60% of the as-is appraised value of the Mortgage Property securing such Mortgage Loan based on a third party MAI appraisal reviewed and approved by Administrative Agent.
(w) The maximum principal amount which may be advanced by Borrower pursuant to the terms of the Mortgage Loan against which a Warehousing Advance is being made will not result in either (i) an Underlying Loan-to-Value Ratio of greater than 80% (whether or not the Mortgage Loan is financing the acquisition of the related Mortgaged Property), or (ii) a Loan-to-Cost Ratio of greater than 90% (where the Mortgage Loan is financing the acquisition of the related Mortgaged Property).
(x) If any portion of the improvements to the Mortgaged Property is designated for repairs, renovation, or rehabilitation (i) the details thereof are set forth in the related Credit Underwriting Documents, and (ii) the cost of such work is not budgeted to and will not be permitted to exceed 15% of the Cost of the Mortgaged Property.
(y) As of the date of the closing of the Mortgage Loan against which a Warehousing Advance is being made, and as of the date such Warehousing Advance is made: (i) the Underlying Debt Service Coverage Ratio for the Mortgaged Property securing such Mortgage Loan is being made is at least 1.0 to 1.0, after giving effect to any cash funded interest reserve (as reflected in the closing settlement statement to be furnished to the Administrative Agent with the Approval Request for the Warehousing Advance), and (ii) the pro forma Property NOI of such Mortgaged Property as of the maturity date of such Mortgage Loan (as set forth in projections to be provided by Borrower to Administrative Agent with the related Approval Request) is sufficient to qualify for the permanent Xxxxxx Mae, Xxxxxxx Mac or FHA Mortgage Loan for which such Mortgage Loan is targeted by Borrower (as identified in the related Approval Request).
(z) As of the date of closing of the Mortgage Loan against which a Warehousing Advance is being made and as of the date such Warehousing Advance is made the Warehousing Advance Debt Service Coverage Ratio must be at least 1.20 to 1.00, after giving effect to any cash funded interest reserve (as reflected in the closing settlement statement to be furnished to the Administrative Agent with the Approval Request for the Warehousing Advance).
(aa) The proceeds of the Mortgage Loan against which a Warehousing Advance is being made will be used to either (i) purchase the related Mortgaged Property and for related costs and expenses, or (ii) to refinance an existing Mortgage Loan and related costs and expenses, but in no event to provide cash for distribution to the mortgagor (i.e., such Mortgage Loan is not a “cash out” transaction).
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Borrower represents and warrant warrants to Credit Agent and LendersLender, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:: 9.2
(a) Borrowers have Borrower has not selected the Collateral in a manner so as to affect adversely Lenders' Lender's interests.. 9.2
(b) A Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), of the Pledged Loans and the Pledged Securities. All Pledged Loans, Pledged Securities and related Purchase Commitments have been duly authorized and validly issued to a 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 Credit Agent, for the benefit of LendersLender, subject to no other Liens.. 9.2
(c) A Borrower has, 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.. 9.2
(d) Each Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) 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 (4) has not been modified, amended or any requirements of which waived, except in writing that is part of the Collateral Documents.its
(e) Each Pledged Loan is secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.. 9.2
(f) Each Pledged Loan (other than a Unless Third Party Originated LoanLoans are permitted, a Construction/Perm Mortgage Loan, an Early Buyout Mortgage each Pledged Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Warehousing Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced in the face amount of its Mortgage Note.
(h) Each First Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(i) Each First Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans. 9.2
(j) Each First Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(jk) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.. 9.2
(kl) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(lm) Each Second Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.industry standards for Investors providing Purchase Commitments for and purchasing those Mortgage Loans. 9.2
(mn) The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of BorrowersBorrower, (2) an "instrument" within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.. 9.2
(no) No default has existed for 30 60 days or more under any Mortgage Loan included in the Pledged Loans other than an Impaired Loans. 9.2 (p) No party to a Mortgage Loan or an Early Buyout Loan.any related document is in violation of any applicable law, rule or regulation that would impair the collectibility of the Mortgage Loan or the performance by the mortgagor or any other obligor of his or her obligations under the Mortgage Note or any related document. 9.2
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (MortgageIT Holdings, Inc.)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Borrower represents and warrant warrants to Credit Administrative Agent and Lenders, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have not selected the Collateral in a manner so as to affect adversely Lenders' interests.
(b) A Borrower is (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted or permitted under this Agreement), ) of the Pledged Loans and Collateral, including the Pledged SecuritiesLoans. All Pledged Loans, Pledged Securities and related Purchase Commitments Loans have been duly authorized and validly issued to a Borrowerissued, 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 Credit Administrative Agent, for the benefit of Lenders, subject to no Liens other Liensthan the Liens granted or permitted under this Agreement.
(cb) A Borrower hashas (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will 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.
(dc) Each Mortgage Loan and each related document included in the Pledged Loans (1i) has been (or will be) duly executed and delivered by the parties to that such Mortgage Loan and that related document, (2ii) has been made in compliance in all material respects with all applicable laws, rules and regulations Laws (including all laws, rules and regulations Laws relating to usury), (3iii) is (or will be) 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 such Mortgage Loan or any other obligor on the Mortgage Note and (4except as enforceability may be limited by applicable insolvency, bankruptcy or other Laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law), (iv) has not been modifiedmodified or amended, amended or any and no requirements of which waived, such Mortgage Loan have been waived except in a writing that is part of the Collateral Documents, and (v) complies (or will comply) and will continue to comply with the terms of this Agreement and (vi) complied with the Underwriting Guidelines as of the date of origination.
(ed) Each Pledged Loan is (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) secured by a Mortgage on real property and improvements located in one of the states States of the United States or the District of Columbia.
(e) Each Pledged Loan has been (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) closed and fully funded, unless such Pledged Loan is a Multiple Advance Mortgage Loan.
(f) Each Pledged Loan has been (other than a Third Party Originated Loan, a Construction/Perm Mortgage Loan, an Early Buyout or with respect to the Mortgage Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest ratesubject to the particular Warehousing Advance Request, will be) has been closed or will be closed and funded with the Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced (either directly to the mortgage borrower or into escrow) in the face amount of its Mortgage NoteNote if such Mortgage Loan is a Single Advance Mortgage Loan, and, if it is a Multiple Advance Loan, the advances made thereunder by Borrower, as lender, have not exceeded the maximum amount available to be drawn thereunder in accordance with the terms thereof as approved by Administrative Agent at the time of the approval of the Approval Request therefor.
(g) Each Pledged Loan is (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) a First Mortgage Loan.
(h) Each First Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(i) Each First Mortgage Pledged Loan has or will have a title insurance policy, in policy on the applicable ALTA form or equivalent, Form (including a commitment to issue a policy after the particular Warehousing Advance Request) from a recognized title insurance company, company insuring the priority of the Lien of the Mortgage and meeting the usual requirements otherwise acceptable to Administrative Agent, in its discretion.
(i) Each Mortgaged Property has been appraised in accordance with USPAP and Title XI of Investors purchasing those Mortgage LoansFIRREA, if applicable.
(j) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(k) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(m) The Mortgage Note for each Pledged Loan is (1i) payable or endorsed to the order of BorrowersBorrower, (2ii) an "“instrument" ” within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3iii) is denominated and payable in United States dollarsU.S. Dollars.
(k) On the date of any Warehousing Advance, no default or event of default exists with respect to the Mortgage Loan being financed with such Warehousing Advance on such date, and such Mortgage Loan otherwise is in material compliance with all other provisions of the documents evidencing such Mortgage Loan.
(l) No party to a Mortgage Loan or any related document is in violation of any applicable Law that would impair the collectability of the Mortgage Loan, the enforceability of any insurance policy or claim or the performance by the mortgagor or any other obligor of its obligations under the Mortgage Note or any related document.
(m) All fire and casualty policies covering the real property and improvements encumbered by each Mortgage included in the Pledged Loans (i) name and will continue to name Borrower (or Servicer) and its successors and assigns as the insured under a standard mortgagee clause, (ii) are and will continue to be in full force and effect, (iii) afford and will continue to afford insurance against fire and such other risks as are usually insured against in the broad form of extended coverage insurance generally available, and (iv) comply in all respects with the requirements of the Targeted Permanent Loan Program for the subject Mortgaged Property. In furtherance, and not in limitation, of the foregoing, Borrower shall cause each Operator with respect to each Pledged Loan to maintain in full force and effect liability insurance and property insurance that satisfies the insurance requirements set forth on Schedule 8.1(m).
(n) No default Pledged Loans secured by real property and improvements located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency are and will continue to be covered by special flood insurance under the National Flood Insurance Program.
(o) Each Pledged Loan provides for periodic payments of all accrued interest thereon on at least a monthly basis.
(p) Unless otherwise approved in writing by Administrative Agent, neither Borrower, Guarantor, nor any of Borrower’s or Guarantor’s Affiliates (i) has existed any ownership interest, right to acquire any ownership interest (except as may arise upon exercise of remedies under the Pledged Loans) or equivalent economic interest in any Mortgaged Property securing a Pledged Loan, or the mortgagor under the Mortgage securing a Pledged Loan, or any other obligor on the Mortgage Note for 30 days such Pledged Loan, or more (ii) is a managing member, general partner or otherwise, directly or indirectly, in Control of any such mortgagor or obligor.
(q) The original assignments in blank of the related Mortgage, the Collateral Assignment of Mortgage, and the assignments of UCC financing statements delivered to Administrative Agent for each Pledged Loan are in recordable form and comply with all applicable Laws governing the filing and recording of such documents, and have been or will be duly recorded and/or filed.
(r) None of the mortgagors, guarantors or other obligors of any Pledged Loan is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable Law.
(s) Each Pledged Loan is a Pledged Loan as to which Borrower has conducted its customary due diligence and review, including review of the financial condition of the obligor under the related Mortgage Note and inspection of the improved real property subject to the Mortgage, and such customary due diligence and review have not revealed facts that would be reasonably likely to adversely affect collectability of the Pledged Loan.
(t) Each Pledged Loan has been underwritten with the expectation that, at or prior to the stated maturity thereunder, the Mortgaged Property will be eligible for the applicable Targeted Permanent Loan Program, with any current deviations from the eligibility requirements of such Targeted Permanent Loan Program being specifically identified in the Credit Underwriting Documents.
(u) Each Mortgage Loan satisfies the terms, conditions and requirements of an Eligible Loan.
(v) As of the date of the closing of the Mortgage Loan against which a Warehousing Advance is being made, and as of the Advance Date, the stabilized pro forma Property EBITDA of the related Mortgaged Property as of the maturity date of such Mortgage Loan (as set forth in information to be provided by Borrower to Administrative Agent with the related Approval Request) is reasonably believed by Borrower to be sufficient to qualify for the applicable Targeted Permanent Loan Program for such Mortgage Loan based on the testing parameters of such Targeted Permanent Loan Program as in effect on such date.
(w) As of the date of closing of the Mortgage Loan against which a Warehousing Advance is being made and as of the date such Warehousing Advance is made the Warehousing Advance Debt Service Coverage Ratio must be at least 1.20 to 1.00 for any MF Property. For the purposes of calculating Warehousing Advance Debt Service Coverage Ratio, (y) the Property EBITDA shall be determined on a trailing twelve month basis, and (z) the Testing Debt Service Amount shall be determined using the total outstanding amount of the related Warehousing Advances for the subject Mortgage Loan.
(x) As of the date of closing of the Mortgage Loan against which a Warehousing Advance is being made and as of the date such Warehousing Advance is made the Underlying Debt Service Coverage Ratio must be at least 1.00 to 1.00 for an MF Property. For the purposes of calculating Underlying Debt Service Coverage Ratio, (y) the Property EBITDA shall be determined on a trailing twelve month basis, and (z) the Mortgage Loan debt service shall be determined based on the then outstanding principal amount of such Mortgage Loan taking into account any Mortgage Loan included in advance then being made.
(y) The proceeds of the Pledged Loans other than an Impaired Mortgage Loan or an Early Buyout against which a Warehousing Advance is being made will in no event be used to provide cash for distribution to the mortgagor (i.e., such Mortgage Loan is not a “cash out” transaction) unless otherwise expressly agreed in writing by Administrative Agent, in its sole discretion, in each instance, with respect to any Mortgage Loan.
(z) If any portion of the improvements to the Mortgaged Property is designated for repairs, renovation, or rehabilitation the details thereof are set forth in, and the budget therefor is included with, the related Credit Underwriting Documents.
(aa) The Borrower reasonably and in good faith believes the Credit Underwriting Documents to be complete and accurate.
Appears in 1 contract
Samples: Bridge Loan Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Borrower represents and warrant warrants to Credit Administrative Agent and Lenders, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have not selected the Collateral in a manner so as to affect adversely Lenders' interests.
(b) A Borrower is (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted or permitted under this Agreement), ) of the Pledged Loans and Collateral, including the Pledged SecuritiesLoans. All Pledged Loans, Pledged Securities and related Purchase Commitments Loans have been duly authorized and validly issued to a Borrowerissued, 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 Credit Administrative Agent, for the benefit of Lenders, subject to no Liens other Liensthan the Liens granted or permitted under this Agreement.
(cb) A Borrower hashas (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will 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.
(dc) Each Mortgage Loan and each related document included in the Pledged Loans (1i) has been (or will be) duly executed and delivered by the parties to that such Mortgage Loan and that related document, (2ii) has been made in compliance in all material respects with all applicable laws, rules and regulations Laws (including all laws, rules and regulations Laws relating to usury), (3iii) is (or will be) 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 such Mortgage Loan or any other obligor on the Mortgage Note and (4except as enforceability may be limited by applicable insolvency, bankruptcy or other Laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law), (iv) has not been modifiedmodified or amended, amended or any and no requirements of which waived, such Mortgage Loan have been waived except in a writing that is part of the Collateral Documents, and (v) complies (or will comply) and will continue to comply with the terms of this Agreement and (vi) complied with the Underwriting Guidelines as of the date of origination.
(ed) Each Pledged Loan is (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) secured by a Mortgage on real property and improvements located in one of the states States of the United States or the District of Columbia.
(e) Each Pledged Loan has been (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) closed and fully funded, unless such Pledged Loan is a Multiple Advance Mortgage Loan.
(f) Each Pledged Loan has been (other than a Third Party Originated Loan, a Construction/Perm Mortgage Loan, an Early Buyout or with respect to the Mortgage Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest ratesubject to the particular Warehousing Advance Request, will be) has been closed or will be closed and funded with the Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced (either directly to the mortgage borrower or into escrow) in the face amount of its Mortgage NoteNote if such Mortgage Loan is a Single Advance Mortgage Loan, and, if it is a Multiple Advance Loan, the advances made thereunder by Borrower, as lender, have not exceeded the maximum amount available to be drawn thereunder in accordance with the terms thereof as approved by Administrative Agent at the time of the approval of the Approval Request therefor.
(g) Each Pledged Loan is (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) a First Mortgage Loan.
(h) Each First Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(i) Each First Mortgage Pledged Loan has or will have a title insurance policy, in policy on the applicable ALTA form or equivalent, Form (including a commitment to issue a policy after the particular Warehousing Advance Request) from a recognized title insurance company, company insuring the priority of the Lien of the Mortgage and meeting the usual requirements otherwise acceptable to Administrative Agent, in its discretion.
(i) Each Mortgaged Property has been appraised in accordance with USPAP and Title XI of Investors purchasing those Mortgage LoansFIRREA, if applicable.
(j) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(k) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(m) The Mortgage Note for each Pledged Loan is (1i) payable or endorsed to the order of BorrowersBorrower, (2ii) an "“instrument" ” within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3iii) is denominated and payable in United States dollarsU.S. Dollars.
(k) On the date of any Warehousing Advance, no default or event of default exists with respect to the Mortgage Loan being financed with such Warehousing Advance on such date, and such Mortgage Loan otherwise is in material compliance with all other provisions of the documents evidencing such Mortgage Loan.
(l) No party to a Mortgage Loan or any related document is in violation of any applicable Law that would impair the collectability of the Mortgage Loan, the enforceability of any insurance policy or claim or the performance by the mortgagor or any other obligor of its obligations under the Mortgage Note or any related document.
(m) All fire and casualty policies covering the real property and improvements encumbered by each Mortgage included in the Pledged Loans (i) name and will continue to name Borrower (or Servicer) and its successors and assigns as the insured under a standard mortgagee clause, (ii) are and will continue to be in full force and effect, (iii) afford and will continue to afford insurance against fire and such other risks as are usually insured against in the broad form of extended coverage insurance generally available, and (iv) comply in all respects with the requirements of the Targeted Permanent Loan Program for the subject Mortgaged Property. In furtherance, and not in limitation, of the foregoing, Borrower shall cause each Operator with respect to each Pledged Loan to maintain in full force and effect liability insurance and property insurance that satisfies the insurance requirements set forth on Schedule 8.1(m).
(n) No default Pledged Loans secured by real property and improvements located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency are and will continue to be covered by special flood insurance under the National Flood Insurance Program.
(o) Each Pledged Loan provides for periodic payments of all accrued interest thereon on at least a monthly basis.
(p) Unless otherwise approved in writing by Administrative Agent, neither Borrower, Guarantor, nor any of Borrower’s or Guarantor’s Affiliates (i) has existed any ownership interest, right to acquire any ownership interest (except as may arise upon exercise of remedies under the Pledged Loans) or equivalent economic interest in any Mortgaged Property securing a Pledged Loan, or the mortgagor under the Mortgage securing a Pledged Loan, or any other obligor on the Mortgage Note for 30 days such Pledged Loan, or more (ii) is a managing member, general partner or otherwise, directly or indirectly, in Control of any such mortgagor or obligor.
(q) The original assignments in blank of the related Mortgage, the Collateral Assignment of Mortgage, and the assignments of UCC financing statements delivered to Administrative Agent for each Pledged Loan are in recordable form and comply with all applicable Laws governing the filing and recording of such documents, and have been or will be duly recorded and/or filed.
(r) None of the mortgagors, guarantors or other obligors of any Pledged Loan is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable Law.
(s) Each Pledged Loan is a Pledged Loan as to which Borrower has conducted its customary due diligence and review, including review of the financial condition of the obligor under the related Mortgage Note and inspection of the improved real property subject to the Mortgage, and such customary due diligence and review have not revealed facts that would be reasonably likely to adversely affect collectability of the Pledged Loan.
(t) Each Pledged Loan has been underwritten with the expectation that, at or prior to the stated maturity thereunder, the Mortgaged Property will be eligible for the applicable Targeted Permanent Loan Program, with any current deviations from the eligibility requirements of such Targeted Permanent Loan Program being specifically identified in the Credit Underwriting Documents.
(u) Each Mortgage Loan satisfies the terms, conditions and requirements of an Eligible Loan.
(v) As of the date of the closing of the Mortgage Loan against which a Warehousing Advance is being made, and as of the Advance Date, the stabilized pro forma Property EBITDA of the related Mortgaged Property as of the maturity date of such Mortgage Loan (as set forth in information to be provided by Borrower to Administrative Agent with the related Approval Request) is reasonably believed by Borrower to be sufficient to qualify for the applicable Targeted Permanent Loan Program for such Mortgage Loan based on the testing parameters of such Targeted Permanent Loan Program as in effect on such date.
(w) As of the date of closing of the Mortgage Loan against which a Warehousing Advance is being made and as of the date such Warehousing Advance is made the Warehousing Advance Debt Service Coverage Ratio must be at least (i) 1.50 to 1.00 with respect any AL Property, (ii) 1.40 to 1.00 for any IL Property, and (iii) 1.60 to 1.00 for any SN Property. For the purposes of calculating Warehousing Advance Debt Service Coverage Ratio, (y) the Property EBITDA shall be determined on a trailing twelve month basis, and (z) the Testing Debt Service Amount shall be determined using the total outstanding amount of the related Warehousing Advances for the subject Mortgage Loan.
(x) As of the date of closing of the Mortgage Loan against which a Warehousing Advance is being made and as of the date such Warehousing Advance is made the Underlying Debt Service Coverage Ratio must be at least (i) 1.30 to 1.00 for an IL Property, (ii) 1.40 to 1.00 for an AL Property, and (iii) 1.50 to 1.00 for a SN Property. For the purposes of calculating Underlying Debt Service Coverage Ratio, (y) the Property EBITDA shall be determined on a trailing twelve month basis, and (z) the Mortgage Loan debt service shall be determined based on the then outstanding principal amount of such Mortgage Loan taking into account any Mortgage Loan included in advance then being made.
(y) The proceeds of the Pledged Loans other than an Impaired Mortgage Loan or an Early Buyout against which a Warehousing Advance is being made will in no event be used to provide cash for distribution to the mortgagor (i.e., such Mortgage Loan is not a “cash out” transaction) unless otherwise expressly agreed in writing by Administrative Agent, in its sole discretion, in each instance, with respect to any Mortgage Loan.
(z) If any portion of the improvements to the Mortgaged Property is designated for repairs, renovation, or rehabilitation the details thereof are set forth in, and the budget therefor is included with, the related Credit Underwriting Documents.
(aa) The Borrower reasonably and in good faith believes the Credit Underwriting Documents to be complete and accurate.
Appears in 1 contract
Samples: Bridge Loan Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Each Borrower represents and warrant warrants to Credit Agent and LendersLender, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a9.2(a) Borrowers have Such Borrower has not selected the Collateral in a manner so as to affect adversely Lenders' Lender’s interests.
(b9.2(b) A Such Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), of the Pledged Loans and the Pledged Securities. All Pledged Loans, Pledged Securities and related Purchase Commitments have been duly authorized and validly issued to a such 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 Credit Agent, for the benefit of LendersLender, subject to no other Liens.
(c9.2(c) A Such Borrower has, 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.
(d9.2(d) Each Mortgage Loan and each related document included in the Pledged Loans (1i) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (2ii) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3iii) 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 Note, (4iv) has not been modified, amended or any requirements of which waived, except in a writing that is part of the Collateral DocumentsDocuments and (v) complies and will continue to comply with the terms of this Agreement and (x) in the case of a Mortgage Loan pledged hereunder subject to a Purchase Commitment, with the related Purchase Commitment and (y) otherwise, with the standard practice in the secondary market for similar Mortgage Loans.
(e9.2(e) Each Pledged Loan is secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.
(f9.2(f) Each Pledged Loan (other than a Third Party Originated Loan, a Construction/Perm Mortgage Loan, an Early Buyout Mortgage Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced in the face amount of its Mortgage Note.
(h) Each First Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(i) Each First Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(j) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(k) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(m) The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of Borrowers, (2) an "instrument" within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.
(n) No default has existed for 30 days or more under any Mortgage Loan included in the Pledged Loans other than an Impaired Mortgage Loan or an Early Buyout Loan.
Appears in 1 contract
Samples: Loan and Security Agreement (Centerline Holding Co)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Each Borrower represents and warrant warrants to Credit Agent and LendersLender, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have Borrower has not selected the Collateral in a manner so as to affect adversely Lenders' Lender's interests.
(b) A Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), of the Pledged Loans and the Pledged Securities. All Pledged Loans, Pledged Securities and related Purchase Commitments have been duly authorized and validly issued to a 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 Credit Agent, for the benefit of LendersLender, subject to no other Liens.
(c) A Borrower has, 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.
(d) Each Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) 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 (4) has not been modified, amended or any requirements of which waived, except in writing that is part of the Collateral Documents.
(e) Each Pledged Loan is secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.
(f) Each Pledged Loan (other than a Unless Third Party Originated LoanLoans are permitted, a Construction/Perm Mortgage Loan, an Early Buyout Mortgage each Pledged Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Warehousing Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced in the face amount of its Mortgage Note.
(h) Each First Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(i) Each First Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(j) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(k) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(m) The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of BorrowersBorrower, (2) an "instrument" within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.
(n) No default has existed for 30 60 days or more under any Mortgage Loan included in the Pledged Loans other than an Impaired Mortgage Loan or an Early Buyout LoanLoans.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (First NLC Financial Services Inc)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Each Borrower represents and warrant warrants to Credit Agent and Lenders, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have not No Borrower has selected the Collateral in a manner so as to affect adversely Lenders' ’ interests.
(b) A Borrower is Borrowers are the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), ) of the Pledged Loans and the Pledged SecuritiesAssets. All Pledged Loans, Pledged Securities Assets and related Purchase Commitments have been duly authorized and validly issued to a BorrowerBorrowers, 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 Credit Agent, for the benefit of Lenders, subject to no other Liens.
(c) A Each Borrower has, 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.
(d) Each Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) 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 Note, (4) has not been modified, amended or any requirements of which waived, except in writing that is part of the Collateral Documents., and (5) is an Eligible Asset as described on Exhibit H.
(e) Each Pledged Loan is secured by a Mortgage Mortgage, and each Pledged Agreement for Deed constitutes a Lien, on real property and improvements located in one of the states of the United States or the District of Columbia.
(f) Each Pledged Loan (other than a Third Party Originated LoanExcept for open-ended Second Mortgage Loans, a Construction/Perm Mortgage LoanLoans and Third Party Builder Construction Mortgage Loans, an Early Buyout Mortgage each Pledged Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced in the face amount of its Mortgage Note.
(h) Each First Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(ih) Each First Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(ji) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(kj) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(m) The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of Borrowers, (2) an "instrument" within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.
(n) No default has existed for 30 days or more under any Mortgage Loan included in the Pledged Loans other than an Impaired Mortgage Loan or an Early Buyout Loan.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Lennar Corp /New/)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Borrower represents and warrant warrants to Credit Agent and LendersLender, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have Borrower has not selected the Collateral in a manner so as to affect adversely Lenders' Lender’s interests.
(b) A Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), of the Pledged Loans and the Pledged SecuritiesLoans. All Pledged Loans, Pledged Securities and related Purchase Commitments Loans have been duly authorized and validly issued to a 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 Credit Agent, for the benefit of LendersLender, subject to no other Liens.
(c) A Borrower has, 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.
(d) Each Bridge Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Bridge Mortgage Loan and that related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) 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 obligor or mortgagor under the Bridge Mortgage Loan or any other obligor on the Mortgage Note and (4) has not been modified, amended or any requirements of which waived, except in writing that is part of the Collateral Documents.
(e) Each Pledged Loan is secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.
(f) Each Pledged Loan (other than a Third Party Originated Loan, a Construction/Perm Mortgage Loan, an Early Buyout Mortgage Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced in the face amount of its Mortgage Note.
(h) Each First Bridge Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(if) Each First Bridge Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(j) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(k) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(lg) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(mh) The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of BorrowersBorrower, (2) an "“instrument" ” within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.
(ni) No default has existed for 30 60 days or more under any Bridge Mortgage Loan included in the Pledged Loans other than an Impaired unless otherwise permitted by Lender.
9.1 (j) No party to a Bridge Mortgage Loan or an Early Buyout Loanany related document is in violation of any applicable law, rule or regulation that would impair the collectibility of the Bridge Mortgage Loan or materially impair the performance by the mortgagor or any other obligor of its obligations under the Mortgage Note or any related document.
(k) All fire and casualty policies of the real property and improvements encumbered by each Mortgage included in the Pledged Loans and each Property (1) name and will continue to name 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 usually insured against in the broad form of extended coverage insurance generally available.
(l) Each Property and Pledged Loan secured by real property and improvements located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency are and will continue to be covered by special flood insurance under the National Flood Insurance Program.
(m) The original assignments of Mortgage, if applicable, delivered to Lender for each Pledged Loan are in recordable form and comply with all applicable laws and regulations governing the filing and recording of such documents.
9.1 (n) None of the mortgagors, guarantors or other obligors of any Pledged Loan is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Municipal Mortgage & Equity LLC)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Borrower represents and warrant warrants to Credit Agent and LendersLender, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have Borrower has not selected the Collateral in a manner so as to affect adversely Lenders' Lender's interests.
(b) A Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), of the Pledged Loans and the Pledged Securities. All Pledged Loans, Pledged Securities and related Purchase Commitments have been duly authorized and validly issued to a 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 Credit Agent, for the benefit of LendersLender, subject to no other Liens.
(c) A Borrower has, 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.
(d) Each Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) 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 (4) has not been modified, amended or any requirements of which waived, except in a writing that is part of the Collateral Documents.
(e) Each Pledged Loan is secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.
(f) Each Pledged Loan (other than a Unless Third Party Originated LoanLoans are permitted, a Construction/Perm Mortgage Loan, an Early Buyout Mortgage each Pledged Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Warehousing Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced in the face amount of its Mortgage Note.
(h) Each First Mortgage Loan is secured by a First Mortgage first Lien (subject to any Lien for taxes, assessments or other governmental charges not yet due and payable) on the real property and improvements premises described in or covered by that Mortgage.
(i) Each First Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(j) Each Second Mortgage Loan is secured by a Second second Lien (subject to the Lien of the corresponding First Mortgage and any Lien for taxes, assessments or other governmental charges not yet due and payable) on the real property and improvements premises described in or covered by that Mortgage.
(kj) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(m) The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of Borrowers, (2) an "instrument" within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.
(n) No default has existed for 30 days or more under any Mortgage Loan included in the Pledged Loans other than an Impaired Mortgage Loan or an Early Buyout Loan.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (American Business Financial Services Inc /De/)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Borrower represents and warrant warrants to Credit Administrative Agent and Lenders, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have not selected the Collateral in a manner so as to affect adversely Lenders' interests.
(b) A Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted or permitted under this Agreement), ) of the Pledged Loans and Collateral, including the Pledged SecuritiesLoans. All Pledged Loans, Pledged Securities and related Purchase Commitments Loans have been duly authorized and validly issued to a Borrowerissued, 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 Credit Administrative Agent, for the benefit of Lenders, subject to no Liens other Liensthan the Liens granted or permitted under this Agreement.
(cb) A Borrower has, 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.
(dc) Each Mortgage Loan and each related document included in the Pledged Loans (1i) has been duly executed and delivered by the parties to that such Mortgage Loan and that related document, (2ii) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3iii) 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 such Mortgage Loan or any other obligor on the Mortgage Note and Note, (4iv) has not been modifiedmodified or amended, amended or any and no requirements of which waived, such Mortgage Loan have been waived except in a writing that is part of the Collateral Documents, and (v) complies and will continue to comply with the terms of this Agreement and the Underwriting Guidelines, unless waived by the Administrative Agent.
(ed) Each Pledged Loan is (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.
(e) Each Pledged Loan has been (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) closed and funded with the Warehousing Advance made against it, unless such Pledged Loan is to be subject to multiple draws by the borrower thereof.
(f) Each Pledged Loan has been (other than a Third Party Originated Loan, a Construction/Perm Mortgage Loan, an Early Buyout or with respect to the Mortgage Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest ratesubject to the particular Warehousing Advance Request, will be) has been closed or will be closed and funded with the Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced (either directly to the mortgage borrower or into escrow) in the face amount of its Mortgage Note.
(g) Each Pledged Loan is (or with respect to the Mortgage Loan subject to the particular Warehousing Advance Request, will be) a First Mortgage Loan.
(h) Each First Mortgage Loan is secured by a First Mortgage on the real property and improvements described in or covered by that Mortgage.
(i) Each First Mortgage Pledged Loan has or will have a title insurance policy, policy in ALTA form or equivalent, Form (including a commitment to issue a policy after the particular Warehousing Advance Request) from a recognized title insurance company, company insuring the priority of the Lien of the Mortgage Mortgage.
(i) Each Mortgaged Property has been appraised in accordance with USPAP and meeting the usual requirements Title XI of Investors purchasing those Mortgage LoansFIRREA, if applicable.
(j) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(k) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(l) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(m) The Mortgage Note for each Pledged Loan is (1i) payable or endorsed to the order of BorrowersBorrower, (2ii) an "“instrument" ” within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions and (3iii) is denominated and payable in United States dollars.
(nk) No On the date of any Warehousing Advance, no monetary or other default has existed for 30 days or more under any exists with respect to the Mortgage Loan being financed with such Warehousing Advance on such date.
(l) To Borrower’s best knowledge, no party to a Mortgage Loan or any related document is in violation of any applicable law, rule or regulation that would impair the collectability of the Mortgage Loan, the enforceability of any insurance policy or claim or the performance by the mortgagor or any other obligor of its obligations under the Mortgage Note or any related document.
(m) All fire and casualty policies covering the real property and improvements encumbered by each Mortgage included in the Pledged Loans (i) name and will continue to name Borrower (or Servicer) and its successors and assigns as the insured under a standard mortgagee clause, (ii) are and will continue to be in full force and effect, (iii) afford and will continue to afford insurance against fire and such other than an Impaired risks as are usually insured against in the broad form of extended coverage insurance generally available, and (iv) comply in all respects with the requirements of the permanent loan program for which the subject Mortgaged Property is targeted.
(n) Pledged Loans secured by real property and improvements located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency are and will continue to be covered by special flood insurance under the National Flood Insurance Program.
(o) Each Pledged Loan provides for periodic payments of all accrued interest on the Mortgage Loan on at least a monthly basis.
(p) Unless otherwise approved in writing by Administrative Agent, neither Borrower nor any of Borrower’s Affiliates has any ownership interest, right to acquire any ownership interest (except as may arise upon exercise of remedies under the Pledged Loans) or an Early Buyout equivalent economic interest in any Mortgaged Property securing a Pledged Loan, or the mortgagor under the Mortgage securing a Pledged Loan, or any other obligor on the Mortgage Note for such Pledged Loan.
(q) The original assignments of Mortgage and of UCC financing statements delivered to Administrative 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, and have been or will be duly recorded and/or filed.
(r) To Borrower’s knowledge, none of the mortgagors, guarantors or other obligors of any Pledged Loan is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law.
(s) Each Pledged Loan is a Pledged Loan as to which Borrower has conducted its customary due diligence and review, including review of the financial condition of the obligor under the related Mortgage Note and inspection of the improved real property subject to the Mortgage, and such customary due diligence and review have not revealed facts that would adversely affect collectability of the Pledged Loan.
(t) Each Pledged Loan has been underwritten with the expectation that, at or prior to the stated maturity thereunder, the Mortgaged Property will be eligible for a Mortgage Loan under FHA standards for insured permanent Mortgage Loans on Multifamily Properties, or under Xxxxxx Xxx or Xxxxxxx Mac standards, with any current deviations from the foregoing specifically identified in the Credit Underwriting Documents.
(u) Each Mortgage Loan satisfies the terms, conditions and requirements of an Eligible Loan.
(v) The amount of the Warehousing Advance does not, at the time such Warehousing Advance is made, exceed the lesser of (i) 75% of the amount of the Mortgage Loan advanced by the Borrower against which such Warehousing Advance is being made, or (ii) 60% of the as-is value of the Mortgaged Property related to the Mortgaged Loan, with such value to be based upon a third party MAI Appraisal reviewed and approved by the Administrative Agent.
(w) The Property Debt Service Coverage Ratio for each Mortgaged Property related to a Mortgage Loan against which a Warehousing Advance is being made equals or exceeds 1.2 to 1.0 at the time such Warehousing Advance is made and, additionally, shall at the end of each Calendar Quarter while a Warehousing Advance is outstanding with respect to such Mortgaged Property and Mortgage Loan equal or exceed 1.20 to 1.00.
(x) The Loan-to-Value Ratio of each Mortgage Loan against which a Warehousing Advance is being made does not exceed 60% at the time such Warehousing Advance is made.
(y) After giving effect to the Warehousing Advance, the aggregate outstanding principal amount of Warehousing Advances made with respect to Mortgage Loans secured by Mortgaged Properties located outside of TD Bank’s Geographic Footprint does not exceed the amount that equal to 25% of the Total Commitment Amount.
(z) No portion of any Warehousing Advance will be used to repair, renovate or rehabilitate the improvements to the Mortgaged Property.
(aa) No Mortgage Loan against which a Warehousing Advance is being made has a maturity date (inclusive of extension rights) more than twenty-four (24) months after the date of the Warehousing Advance against the Mortgage Loan.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Special Representations and Warranties Concerning Warehousing Collateral. Borrowers represent Borrower represents and warrant warrants to Credit Agent and Lenders, as of the date of this Agreement and as of the date of each Warehousing Advance Request and the making of each Warehousing Advance or Swingline Advance, that:
(a) Borrowers have Borrower has not selected the Collateral in a manner so as to affect adversely Lenders' interests.
(b) A Borrower is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted under this Agreement), of the Pledged Loans and the Pledged Securities. All Pledged Loans, Pledged Securities and related Purchase Commitments have been duly authorized and validly issued to a 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 Credit Agent, for the benefit of Lenders, subject to no other Liens.
(c) A Borrower has, 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.
(d) Each Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Mortgage Loan and that related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) 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 (4) 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 related document is in violation of any applicable law, rule or regulation 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 document.
(e) Each Pledged Loan is secured by a Mortgage on real property and improvements located in one of the states of the United States or the District of Columbia.
(f) Each Pledged Loan (other than a Third Party Originated Loan, a Construction/Perm Mortgage Loan, an Early Buyout Mortgage Loan or a Mortgage Loan that constitutes a modification of a Mortgage Loan with a final balloon payment or an adjustable interest rate) has been closed or will be closed and funded with the Advance made against it.
(g) Except for open-ended Second Mortgage Loans, each Mortgage Loan has been fully advanced in the face amount of its Mortgage Note.
(hg) Each First Mortgage is a first Lien on the premises described in that Mortgage and each Second Mortgage Loan is secured by a First Mortgage second Lien on the real property and improvements premises described in or covered by that Mortgage.
(i) . Each First Mortgage 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 the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(j) Each Second Mortgage Loan is secured by a Second Mortgage on the real property and improvements described in or covered by that Mortgage.
(k) To the extent required by the related Purchase Commitment or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.
(lh) Each Mortgage Loan has been evaluated or appraised in accordance with Title XI of FIRREA.
(mi) The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of BorrowersBorrower, (2) an "instrument" within the meaning of Article 9 Section 9-105 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.
(nj) No default has existed for 30 days or more under any Mortgage Loan included in the Pledged Loans Loans, other than an Impaired Mortgage Loan or an Early Buyout Loan.
Appears in 1 contract
Samples: Warehousing Credit, Term Loan and Security Agreement (American Home Mortgage Holdings Inc)
