Special Representations Concerning Collateral. The Company hereby represents and warrants to the Lender, as of the date of this Agreement and as of the date of each Advance, that:
(a) The Company is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted hereunder), of the Pledged Mortgages and the Pledged Securities. All Pledged Mortgages, Pledged Securities, and Purchase Commitments have been duly authorized and validly granted or issued to the Company, and all of the foregoing items of Collateral comply with all of the requirements of this Agreement, and have been validly pledged or assigned to the Lender, subject to no other Liens.
(b) The Company has, and will continue to have, the full right, power and authority to pledge the Collateral pledged and to be pledged by it hereunder.
(c) Any Mortgage Loan and related documents included in the Pledged Mortgages (1) as of the date of the Advance Request for such Mortgage Loan, has been duly executed and delivered by the parties thereto; (2) has been made in compliance with all requirements of the Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, the federal Truth-In-Lending Act and all other applicable laws and regulations; (3) is valid and enforceable in accordance with its terms, without defense or offset; (4) has not been modified or amended except in writing, which writing is part of the Collateral Documents, nor any requirements thereof waived; and (5) complies with the terms of this Agreement and, if applicable, with the related Purchase Commitment held by the Company. Each Mortgage Loan has been fully advanced in the face amount thereof and each Mortgage creates a Lien on the premises described therein.
(d) No monetary default, nor, to the knowledge of the Company, any event which, with notice or lapse of time or both, would become a default, has occurred and is continuing under any Mortgage Loan included in the Pledged Mortgages; provided, however, that, with respect to Pledged Mortgages which have already been pledged as Collateral hereunder, if any such default or event has occurred, the Company will promptly notify the Lender and the same shall not have continued for more than sixty (60) days.
(e) The Company has complied with all laws, rules and regulations in respect of the FHA insurance or VA guarantee of each Mortgage Loan included in the Pledged Mortgages designated by the Company as an FHA insured or VA guaranteed Mortgage Loans, and such insurance or guarantee is in full force ...
Special Representations Concerning Collateral. (a) The List of Eligible Servicing Rights most recently submitted to Administrative Agent is true and complete.
(b) Borrower has not selected the Collateral in a manner that will adversely affect the Lenders’ interests.
(c) Borrower is the legal and equitable owner and/or holder of the Collateral, free and clear of all Liens (other than the Administrative Agent’s Lien and the Agency’s Interest) and the Collateral is validly pledged or assigned to Lenders, subject to no other Liens. Borrower has the sole right to act as servicer with respect to the Mortgage Loans pursuant to and subject to the terms and conditions of the Servicing Agreement. 39 Credit and Security Agreement /
(d) No fraud and, in addition, no material error, omission, misrepresentation, negligence or similar occurrence with respect to the Collateral and the Mortgage Loans related thereto has taken place on the part of Borrower or any of its Affiliates in connection with the origination or servicing thereof.
(e) No consent of any obligor or any other Person is required for the grant of the security interest provided in this Agreement by Borrower in any of the Collateral, other than consents that have been obtained, nor will any consent need to be obtained upon the occurrence of an Event of Default for Administrative Agent to exercise its rights with respect to any of the Collateral (other than as provided in the Acknowledgment Agreement).
(f) Each Servicing Agreement is a valid and binding obligation of Borrower, is in full force and effect, and is enforceable by Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity.
(g) Xxxxxxx has not provided written notice to Borrower that it will terminate, modify or amend the Servicing Agreement or Borrower’s benefits or the Servicing Rights under any Servicing Agreement other than modifications or amendments that apply universally to Freddie Mac servicers.
(h) Borrower has not engaged any subservicers, subcontractors or other agents to perform any of its duties under any of the Servicing Agreements for the Pledged Servicing Rights, other than engagements to vendors, service providers or subcontracts who are not generally in the business of day to day mortgage servicing operations that are permitted by, and are in compliance in all material respec...
Special Representations Concerning Collateral. The Company hereby represents and warrants to the Lender, as of the date of this Agreement and as of the date of each Advance Request and the making of each Advance, that:
(a) The Company is the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted hereunder), of the Pledged Mortgages and the Pledged Securities. All Pledged Mortgages, Pledged Securities and Purchase Commitments have been duly authorized and validly issued to the Company, and all of the foregoing items of Collateral comply with all of the requirements of this Agreement, and have been and will continue to be validly pledged or assigned to the Lender, subject to no other Liens.
(b) The Company has, and will continue to have, the full right, power and authority to pledge the Collateral pledged and to be pledged by it hereunder.
Special Representations Concerning Collateral. The Company hereby represents and warrants to the Lenders and the Agent, as of the date of this Agreement and as of the date of each Request for Borrowing, that (except as otherwise disclosed by the Company to the Agent in respect of particular items of Recoveries Collateral when they are Pledged to the Agent):
(a) The Company is the legal and equitable owner, free and clear of all Liens other than Permitted Encumbrances, of the Collateral. All Debt Collateral, including all pledged Bridged Loans, has been duly (i) authorized and validly issued, (ii) endorsed or assigned to the Company and (iii) endorsed or assigned by the Company in blank and delivered (or in the case of Bridged Loans, are in the process of being delivered) to the Custodian or endorsed in a manner acceptable to the Agent. The Company represents that all of the Collateral, individually and collectively, complies with all of the requirements of this Agreement and the Custody Agreement. All information concerning each grouping of Debt Collateral set forth on the Submission List furnished to the Agent/Custodian pursuant to which such Debt Collateral was, is or will be (as applicable) transmitted to the Custodian was, is and/or shall be (as applicable) true and complete in all material respects as of the date of such Submission List. All Basic Papers for each such item of Debt Collateral (except for Bridged Loans) will be transmitted to the Custodian with the Submission List with which it is submitted. Each assignment to the Agent of the Lien securing any Debt Collateral will be in proper and sufficient form for recording in the appropriate government office in the U.S. jurisdiction where the underlying property (land and improvements) covered by such Lien is located. Upon and after delivery to the Agent of the Mortgage Note evidencing the particular item of Debt Collateral, the Agent on behalf of the Lenders will have a duly perfected first priority security interest in such Debt Collateral and for so long as the Agent, the Custodian or another bailee for the Agent retains possession of such note, or takes such other action as is necessary for it to have and maintain a perfected security interest in such note under the UCC, the Agent will have a duly perfected first priority security interest in such Debt Collateral.
(b) The Company has and will continue to have the full right, power and authority to pledge the Collateral Pledged to the Agent and to be Pledged to the Agent by the Company unde...
Special Representations Concerning Collateral. 38 5.16 Servicing ..................................................... 41
Special Representations Concerning Collateral. 70 8.17 Survival ..........................................73
Special Representations Concerning Collateral. The Borrowers --------------------------------------------- hereby represent and warrant to the Lender, as of the date of this Agreement and as of the date of each Advance Request and the making of each Advance, that:
(a) The Borrowers are the legal and equitable owner and holder, free and clear of all Liens (other than Liens granted hereunder), of the Pledged Mortgages and the Pledged Securities. All Pledged Mortgages, Pledged Securities and Purchase Commitments have been duly authorized and validly issued to the Borrowers, and all of the foregoing items of Collateral comply with all of the requirements of this Agreement, and have been and will continue to be validly pledged or assigned to the Lender, subject to no other Liens.
(b) The Borrowers have, and will continue to have, the full right, power and authority to pledge the Collateral pledged and to be pledged by it hereunder.
Special Representations Concerning Collateral. 44 5.16 Servicing..................................................................................... 46 5.17 No Adverse Selection.......................................................................... 46 5.18 Year 2000 Compliance.......................................................................... 46
Special Representations Concerning Collateral. The Company and each Company Subsidiary shall represent and warrant to the Bank as of the date of this Agreement and as of the date of the Advance Request and of the Advance, that:
(i) The Company Subsidiary owns the Collateral free and clear of any Lien, except for the security interest created by this Agreement. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Bank relating to this Agreement. The Company Subsidiary has no trade names.
(ii) Except as is disclosed to Bank in writing, to the best of Company and Company Subsidiary's knowledge based upon due diligence conducted by the Company and/or Company Subsidiary, each Mortgage Loan conforms in all material respects to the requirements and the specifications set forth in the attached Exhibit~C constituting the Underwriting Standards.
(iii) The Mortgage Loan Documents have been duly executed by the mortgagor and create valid and legally binding obligations of the mortgagor, enforceable in accordance with their terms, except as may be limited by bankruptcy or other similar laws affecting the enforcement of creditors' rights generally, and general principles of equity, and to the knowledge of the Company Subsidiary there are no rights of rescission, set-offs, counterclaims or other defenses with respect thereto. To the best knowledge of the Company and Company Subsidiaries, other than home equity line of credit loans, the full original principal amount of each Mortgage Loan (net of any discounts) has been fully advanced or disbursed to the mortgagor named therein. To the best knowledge of the Company and the Company Subsidiaries, other than home equity line of credit loans, there is no requirement for future advances and except for Mortgage Loans insured under Section~203(k) of the National Housing Act, any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefore have been satisfied.
(iv) Except as is disclosed to Bank in writing, to the best of the Company and Company Subsidiary's knowledge based upon due diligence conducted by the Company and/or the Company Subsidiary, each of the Mortgage Loans has been originated, made and serviced in material compliance with all industry standards, applicable Investor and Insurer requirements and all applicable federal, state and local statutes, regulations an...
Special Representations Concerning Collateral. Page 26 5.13 RICO .................................................... Page 28 5.14 Proper Names ............................................ Page 28 5.15 Direct Benefit From Loans ............................... Page 28 5.16 Loan Documents Do Not Violate Other Documents ........... Page 28 5.17 Consents Not Required ................................... Page 29 5.18 Material Fact Representations ........................... Page 29 5.19 Place of Business ....................................... Page 29 5.20 Use of Proceeds; Business Loans ......................... Page 29 5.21 No Undisclosed Liabilities .............................. Page 29 5.22 Tax Returns and Payments ................................ Page 29 5.23 Subsidiaries ............................................ Page 30 5.24 Holding Company ......................................... Page 30 5.25 Year 2000 Issue ......................................... Page 30
