The Eligible Mortgage Loans have the characteristics on the electronic file or computer tape or disc delivered by Seller to Agent for the benefit of Purchasers with respect thereto in connection with this Transaction Notice.
The Seller hereby certifies, as of such Purchase Date, that:
(1) no Default or Event of Default has occurred and is continuing on the date hereof (or to the extent existing, shall be cured after giving effect to such Transaction) nor will occur after giving effect to such Transaction as a result of such Transaction;
(2) each of the representations and warranties made by the Seller and Guarantor in or pursuant to the Program Documents is true and correct in all material respects on and as of such date as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(3) the Seller is in compliance with all governmental licenses and authorizations and is qualified to do business and is in good standing in all required jurisdictions, except as would not be reasonably likely to have a Material Adverse Effect;
(4) Seller has all requisite Approvals; and
(5) the Seller has satisfied all applicable conditions precedent in Sections 10(a) and (b) of the Repurchase Agreement and all other requirements of the Program Documents.
The undersigned duly authorized officer of Seller further represents and warrants that (1) (a) with respect to the applicable Eligible Mortgage Loans, the documents constituting the Mortgage Files (as defined in the Custodial Agreement) have been or are hereby submitted to Custodian and (b) with respect to any Eligible REO Property, the electronic copy of the REO Deeds relating to such Eligible REO Property have been or are hereby submitted to Custodian (collectively, the “Receipted Assets”), and such required documents are to be held by the Custodian for the benefit of Purchasers, (2) all other documents related to such Receipted Assets (including, but not limited to, mortgages, insurance policies, loan applications and appraisals) have been or will be created and held by Seller for Agent for the benefit of Purchasers, (3) all documents related to such Receipted Assets withdrawn from Custodian shall be held by Seller for Agent for the benefit of Purchasers, and (4) upon Agent’s wiring of the Purchase Price pursuant to Section 3(b) of the Repurchase Agreement, Agent for the benefit of Purchasers will have agreed to the terms of the Transaction as set forth herein and purchased the Receipted Assets from the Seller.
Seller hereby represents and warrants that (x) the Receipted Assets have a Principal Balance as of the date hereof of $__________ and (y) the number of Receipted Assets is ______.