Common use of Covenants of the Seller In Connection With Additions Clause in Contracts

Covenants of the Seller In Connection With Additions. On or before any Purchase Date with respect to any Loans and other Purchased Assets acquired by the Buyer, the Seller shall: (i) clearly indicate in its files that such Loans and other Purchased Assets have been sold to the Buyer and deliver to the Buyer a list that the Seller shall represent to contain a true and complete list of such Loans and the Purchased Assets, identified by account number, which computer file or microfiche list shall be as of such date incorporated into and made a part of the Loan List attached as Schedule I of this Agreement; and (ii) provide the Buyer with an Officer’s Certificate certifying as follows: (A) each such Loan was, as of the related Purchase Date, an Eligible Loan, (B) no selection procedures believed by the Seller to be adverse to the interest of the Buyer were utilized in selecting such Loans from the available Eligible Loans in the Seller’s portfolio, (C) such Loans and other Purchased Assets and all proceeds thereof will be conveyed to the Buyer free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates, and (D) as of the related Purchase Date, (x) no Insolvency Event with respect to the Seller has occurred, and (y) the sale of such Loans and other Purchased Assets to the Buyer has not been made in contemplation of the occurrence of any Insolvency Event with respect to the Seller.

Covenants of the Seller In Connection With Additions. On or before any Subsequent Purchase Date with respect to any Loans and other Purchased Assets Contracts acquired by the BuyerBuyer as described in subsection 2.1(b), the Seller shall: (i) clearly indicate in its files that such Loans and other Purchased Assets Contracts have been sold to the Buyer and deliver to the Buyer a computer file or microfiche list that which the Seller shall represent to contain a true and complete list of such Loans and the Purchased AssetsSubsequent Contracts, identified by account numbernumber as of the related Cut Off Date, which computer file or microfiche list shall be as of such date incorporated into and made a part of the Loan List attached as Schedule I apart of this Agreement; and; (ii) provide the Buyer with an Officer’s 's Certificate certifying as follows: (A) each such Loan Contract was, as of the related Subsequent Purchase Date, an Eligible LoanContract, (B) no selection procedures believed by the Seller to be materially adverse to the interest of the Buyer were utilized in selecting such Loans Contracts from the available Eligible Loans Contracts in the Seller’s 's portfolio, (C) such Loans and other Purchased Assets Contracts and all proceeds thereof will be conveyed to the Buyer free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates, except for Liens permitted hereunder and (D) as of the related Subsequent Purchase Date, (x) no Insolvency Event with respect to the Seller has occurred, (y) the Buyer is not insolvent and (yz) the sale of such Loans and other Purchased Assets Contracts to the Buyer has not been made in contemplation of the occurrence of any Insolvency Event with respect to the Seller, and (E) as of the related Subsequent Purchase Date, no Restricting Event with respect to the Seller has occurred; (iii) record and file financing statements with respect to such Contracts meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale of such Contracts by the Seller to the Buyer.

Covenants of the Seller In Connection With Additions. On or before ---------------------------------------------------- any Purchase Date with respect to any Loans and other Purchased Assets acquired by the Buyer, the Seller shall: (i) clearly indicate in its files that such Loans and other Purchased Assets have been sold to the Buyer and deliver to the Buyer and the Deal Agent a computer file or microfiche list that which the Seller shall represent to contain a true and complete list of such Loans and the Purchased AssetsLoans, identified by account number, which computer file or microfiche list shall be as of such date incorporated into and made a part of the Loan List attached as Schedule I of this Agreement; and; (ii) provide the Buyer and the Deal Agent with an Officer’s 's Certificate certifying as follows: (A) each such Loan was, as of the related Purchase Date, an Eligible Loan, (B) no selection procedures believed by the Seller to be adverse to the interest of the Buyer were utilized in selecting such Loans from the available Eligible Loans in the Seller’s 's portfolio, (C) such Loans and other Purchased Assets and all proceeds thereof will be conveyed to the Buyer free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates, except for Permitted Liens and (D) as of the related Purchase Date, (x) no Insolvency Event with respect to the Seller has occurred, (y) the Buyer is not insolvent and (yz) the sale of such Loans and other Purchased Assets to the Buyer has not been made in contemplation of the occurrence of any Insolvency Event with respect to the Seller, and (E) as of the related Purchase Date, no Early Amortization Event with respect to the Seller has occurred; (iii) record and file financing statements and Assignments of Mortgage with respect to such Loans meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale of such Loans by the Seller to the Buyer.

Covenants of the Seller In Connection With Additions. On or before any Purchase Date with respect to any Loans and other Purchased Assets acquired by the Buyer, the Seller shall: (i) clearly indicate in its files that such Loans and other Purchased Assets have been sold to the Buyer and deliver to the Buyer a list that the Seller shall represent to contain a true and complete list of such Loans and the Purchased Assets, identified by account number, which computer file or microfiche list shall be as of such date incorporated into and made a part of the Loan List attached as Schedule I of this Agreement; and (ii) provide the Buyer with an Officer’s Certificate Certificate, in the form attached hereto as Exhibit D certifying as follows: (A) each such Loan was, as of the related Purchase Date, an Eligible Loan, (B) no selection procedures believed by the Seller to be adverse to the interest of the Buyer were utilized in selecting such Loans from the available Eligible Loans in the Seller’s portfolio, (C) such Loans and other Purchased Assets and all proceeds thereof will be conveyed to the Buyer free and clear of any Lien of any Person claiming through or under the Seller or any of its AffiliatesAffiliates (subject to any Permitted Lien), and (D) as of the related Purchase Date, (x) no Insolvency Event with respect to the Seller has occurred, and (y) the sale of such Loans and other Purchased Assets to the Buyer has not been made in contemplation of the occurrence of any Insolvency Event with respect to the Seller.

Covenants of the Seller In Connection With Additions. On or before any Purchase Date with respect to any Loans and other Purchased Assets acquired by the Buyer, the Seller shall: (i) clearly indicate in its files that such Loans and other Purchased Assets have been sold to the Buyer and deliver to the Buyer a list that the Seller shall represent to contain a true and complete list of such Loans and the Purchased Assets, identified by account number, which computer file or microfiche list shall be as of such date incorporated into and made a part of the Loan List attached as Schedule I of this Agreement; and (ii) provide the Buyer with an Officer’s Certificate certifying as follows: (A) each such Loan was, as of the related Purchase Date, an Eligible Loan, (B) no selection procedures believed by the Seller to be adverse to the interest of the Buyer were utilized in selecting such Loans from the available Eligible Loans in the Seller’s portfolio, (C) such Loans and other Purchased Assets and all proceeds thereof will be conveyed to the Buyer free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates, and (D) as of the related Purchase Date, (x) no Insolvency Event with respect to the Seller has occurred, and (y) the sale of such Loans and other Purchased Assets to the Buyer has not been made in contemplation of the occurrence of any Insolvency Event with respect to the Seller.

Covenants of the Seller In Connection With Additions. On or before any Purchase Date with respect to any Loans and other Purchased Assets acquired by the Buyer, the Seller shall: (i) clearly indicate in its files that such Loans and other Purchased Assets have been sold to the Buyer and deliver to the Buyer a list that the Seller shall represent to contain a true and complete list of such Loans and the Purchased Assets, identified by account number, which computer file or microfiche list shall be as of such date incorporated into and made a part of the Loan List attached as Schedule I of this Agreement; and; (ii) provide the Buyer with an Officer’s 's Certificate certifying as follows: (A) each such Loan was, as of the related Purchase Date, an Eligible Loan, (B) no selection procedures believed by the Seller to be adverse to the interest of the Buyer were utilized in selecting such Loans from the available Eligible Loans in the Seller’s 's portfolio, (C) such Loans and other Purchased Assets and all proceeds thereof will be conveyed to the Buyer free and clear of any Lien lien of any Person claiming through or under the Seller or any of its Affiliates, and (D) as of the related Purchase Date, (x) no Insolvency Event with respect to the Seller has occurred, and (y) the sale of such Loans and other Purchased Assets to the Buyer has not been made in contemplation of the occurrence of any Insolvency Event with respect to the Seller; (iii) record and file financing statements and Assignments of Mortgage with respect to such Loans and other Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale of such Loans and other Purchased Assets by the Seller to the Buyer.