Common use of Representations and Warranties Concerning Collateral Clause in Contracts

Representations and Warranties Concerning Collateral. Borrower represents and warrants that: a. Borrower is the sole owner of the Collateral. b. The Collateral is not subject to any security interest, lien, prior assignment, or other encumbrance of any nature whatsoever except Permitted Encumbrances. c. The Accounts and Financial Obligations Collateral, if any, are each a bona fide obligation of the obligor identified therein for the amount identified in the records of Borrower, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral. d. There are no defenses or setoffs to payment of the Accounts and Financial Obligations Collateral, if any, which can be asserted by way of defense or counterclaim against Borrower or Lender, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral. e. There is presently no default or delinquency in any payment of the Accounts and Financial Obligations Collateral, if any, except for any default or delinquency which has been reserved against by Borrower in accordance with generally accepted accounting principles and the Accounts and Financial Obligations Collateral will be timely paid in full by the obligors, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral. f. Borrower has no knowledge of any fact or circumstance which would materially impair the ability of any obligor on the Accounts and Financial Obligations Collateral, if any, to timely perform its obligations thereunder, except those which arise in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral. g. Except as disclosed in Borrower's prospectus or other filings with the SEC, any services performed or goods sold giving rise to the Accounts and Financial Obligations Collateral, if any, have been rendered or sold in compliance with applicable laws, ordinances, rules, and regulations and in the ordinary course of Borrower's business. h. There have been no extensions, modifications, or other agreements relating to payment of the Accounts and Financial Obligations Collateral, if any, except those granted in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral.

Representations and Warranties Concerning Collateral. Borrower Pledgor represents and warrants to Lender that: a. Borrower (a) Pledgor is the sole owner of the CollateralCollateral owned by it. b. (b) The Collateral is not subject to any security interest, lien, prior assignment, or other encumbrance of any nature whatsoever except Permitted Encumbrances. c. (c) The Accounts and Financial Obligations Collateral, if any, are each a bona fide obligation of the obligor identified therein for the amount identified in the records of BorrowerPledgor, except for normal and customary disputes which arise in the ordinary course of business and which which, unless no Event of Default is then continuing, do not affect a material portion of the Accounts and Financial Obligations CollateralAccounts. d. There (d) To the knowledge of Pledgor, there are no defenses or setoffs to payment of the Accounts and Financial Obligations Collateral, if any, which can be asserted by way of defense or counterclaim against Borrower Pledgor or LenderSecured Party, except for normal and customary disputes which arise in the ordinary course of business and which which, unless no Event of Default is then continuing, do not affect a material portion of the Accounts and Financial Obligations CollateralAccounts. e. (e) There is presently no default or delinquency in any payment of the Accounts and Financial Obligations Collateral, if any, except for any default or delinquency which has been reserved against by Borrower Pledgor in accordance with generally accepted accounting principles and the Accounts and Financial Obligations Collateral will be timely paid in full by the obligorsand, except for normal and customary disputes which arise in the ordinary course of business and which which, unless no Event of Default is then continuing, do not affect a material portion of the Accounts and Financial Obligations CollateralAccounts. f. Borrower (f) Pledgor has no knowledge of any fact or circumstance which would materially impair the ability of any obligor on the Accounts and Financial Obligations Collateral, if any, to timely perform its obligations thereunder, except those which arise in the ordinary course of business and which which, unless no Event of Default is then continuing, do not affect a material portion of the Accounts and Financial Obligations CollateralAccounts. g. Except as disclosed in Borrower's prospectus or other filings with the SEC, any (g) Any services performed or goods sold giving rise to the Accounts and Financial Obligations Collateral, if any, have been rendered or sold in compliance in all material respects with applicable laws, ordinances, rules, and regulations and in the ordinary course of Borrower's Pledgor’s business. h. (h) There have been no extensions, modifications, or other agreements relating to payment of the Accounts and Financial Obligations Collateral, if anyAccounts, except those granted in the ordinary course of business and which which, unless no Event of Default is then continuing, do not affect a material portion of the Accounts Accounts. (i) The Promissory Notes, Leases, Chattel Paper, and Financial Obligations Security Agreements Collateral are bona fide obligations of the obligors identified therein for the amount identified therein or as otherwise disclosed in writing to Secured Party by Pledgor, except for normal and customary disputes which arise in the ordinary course of business and which, unless no Event of Default is then continuing, do not affect a material portion of the Collateral. (j) To the knowledge of Pledgor, there are no defenses or setoffs to payment of the Promissory Notes, Leases, Chattel Paper, and Security Agreements Collateral which can be asserted by way of defense or counterclaim against Pledgor or Secured Party, except for normal and customary disputes which arise in the ordinary course of business and which, unless no Event of Default is then continuing, do not affect a material portion of the Collateral. (k) There is presently no default or delinquency in any payment of the Promissory Notes, Leases, Chattel Paper, and Security Agreements Collateral, except for normal and customary disputes which arise in the ordinary course of business and which, unless no Event of Default is then continuing, do not affect a material portion of the Collateral. (l) Pledgor has no knowledge of any fact or circumstance which would materially impair the ability of any obligor on the Promissory Notes, Leases, Chattel Paper, and Security Agreements Collateral to timely perform its obligations thereunder, except those which arise in the ordinary course of business and which, unless no Event of Default is then continuing, do not affect a material portion of the Collateral . (m) Any services performed or goods sold giving rise to the Promissory Notes, Leases, Chattel Paper, and Security Agreements Collateral have been rendered or sold in compliance in all material respects with applicable laws, ordinances, rules, and regulations. (n) There have been no extensions, modifications, or other agreements relating to payment of the Promissory Notes, Leases, Chattel Paper, and Security Agreements Collateral except as shown upon the face thereof or as otherwise disclosed to Secured Party by Pledgor, except those granted in the ordinary course of business and which, unless no Event of Default is then continuing, do not affect a material portion of the Collateral.

Representations and Warranties Concerning Collateral. Borrower Pledgor represents and warrants that: a. Borrower to Administrative Agent and each Secured Party that (a) Pledgor is the sole legal and beneficial owner of the Collateral pledged by it free and clear of any Lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement or as otherwise permitted by the Credit Agreement; (b) no effective financing statement or other similar document used to perfect and preserve a security interest under the Laws of any jurisdiction 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 Administrative Agent relating to this Agreement and as otherwise permitted by the Credit Agreement; (c) Schedule 1 is a complete and correct description of all interest of Pledgor in each of its Subsidiaries, including each class of interest and number of units or percentage of ownership owned by Pledgor; (d) the pledge, assignment, and delivery of the Collateral hereunder, and filing of an appropriate financing statement, create a valid first and prior perfected security interest in the Collateral, securing the Obligations; (e) the Capital Stock pledged hereunder is duly authorized, validly issued, fully paid, and non-assessable and were not issued in violation of the Rights of any Person; (f) no unpaid capital call or dispute exists with respect to any of the Collateral; (g) none of the Collateral is evidenced by a certificate, instrument or other writing that has not been delivered to Administrative Agent; (h) the interest of Pledgor in each of its Subsidiaries is a 100% interest of all Capital Stock of Pledgor's Subsidiaries specified on Schedule 1; (i) none of the Collateral is subject to any buy-sell, voting trust, transfer restriction (other than transfer restrictions arising under the Exchange Act), preferential right to purchase or similar agreement or any option, warrant, put or call or similar agreement, which consent has not been obtained; (j) Pledgor is organized pursuant to the articles of incorporation, partnership agreement, LLC agreement, bylaws or other articles of governance, and no other agreement amends the rights of Pledgor under such documents; and (k) Pledgor's federal taxpayer identification number is 74-2▇▇▇▇▇▇. ▇▇e delivery at any time by Pledgor to Administrative Agent of Collateral shall constitute a representation and warranty by Pledgor under this Agreement that, with respect to such Collateral, Pledgor is the sole legal and beneficial owner of the Collateral. b. The Collateral is not subject , and that the matters set forth in this Section 2.02 are true and correct with respect to any security interest, lien, prior assignment, or other encumbrance of any nature whatsoever except Permitted Encumbrances. c. The Accounts and Financial Obligations Collateral, if any, are each a bona fide obligation of the obligor identified therein for the amount identified in the records of Borrower, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations such Collateral. d. There are no defenses or setoffs to payment of the Accounts and Financial Obligations Collateral, if any, which can be asserted by way of defense or counterclaim against Borrower or Lender, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral. e. There is presently no default or delinquency in any payment of the Accounts and Financial Obligations Collateral, if any, except for any default or delinquency which has been reserved against by Borrower in accordance with generally accepted accounting principles and the Accounts and Financial Obligations Collateral will be timely paid in full by the obligors, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral. f. Borrower has no knowledge of any fact or circumstance which would materially impair the ability of any obligor on the Accounts and Financial Obligations Collateral, if any, to timely perform its obligations thereunder, except those which arise in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral. g. Except as disclosed in Borrower's prospectus or other filings with the SEC, any services performed or goods sold giving rise to the Accounts and Financial Obligations Collateral, if any, have been rendered or sold in compliance with applicable laws, ordinances, rules, and regulations and in the ordinary course of Borrower's business. h. There have been no extensions, modifications, or other agreements relating to payment of the Accounts and Financial Obligations Collateral, if any, except those granted in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral.

Representations and Warranties Concerning Collateral. Borrower represents (i) The Company has not selected the Collateral in a manner so as to affect adversely Credit Agent’s and warrants that:Lenders’ interests. a. Borrower (ii) The Company is the sole legal and equitable owner and holder, free and clear of all liens (other than liens granted under this Agreement), of the CollateralPledged Assets. All Pledged Assets and related 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 Credit Agent, subject to no other liens. b. (iii) The Company has, and will continue to have, the full right, power and authority to pledge the Collateral is not subject pledged and to any security interest, lien, prior assignment, or other encumbrance of any nature whatsoever except Permitted Encumbrancesbe pledged by it under this Agreement. c. The Accounts (iv) Each Mortgage Loan and Financial Obligations Collateral, if any, are each a bona fide obligation of the obligor identified therein for the amount identified related document included in the records of Borrower, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral. d. There are no defenses or setoffs to payment of the Accounts and Financial Obligations Collateral, if any, which can be asserted by way of defense or counterclaim against Borrower or Lender, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral. e. There is presently no default or delinquency in any payment of the Accounts and Financial Obligations Collateral, if any, except for any default or delinquency which Collateral Mortgage Loans (a) has been reserved against duly executed and delivered by Borrower the parties to that Mortgage Loan and that related document, (b) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (c) is and will continue to be a legal, valid and binding obligation, enforceable in accordance with generally accepted accounting principles its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and the Accounts and Financial Obligations Collateral will be timely paid similar laws relating to or affecting creditors’ rights generally), without setoff, counterclaim or defense in full by the obligors, except for normal and customary disputes which arise in the ordinary course of business and which do not affect a material portion favor of the Accounts and Financial Obligations Collateral. f. Borrower has no knowledge of mortgagor under the Mortgage Loan or any fact or circumstance which would materially impair the ability of any other obligor on the Accounts Mortgage Note, (d) has not been modified, amended or any requirements of which waived, except in a writing that is part of the Mortgage Documents, and Financial Obligations Collateral(e) complies and will continue to comply with the terms of this Agreement and the related Commitment. (v) Each Collateral Mortgage 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. (vi) Each Collateral Mortgage Loan has been closed or will be closed and funded with the Advance made against it. (vii) Each Collateral Mortgage Loan has been fully advanced in the face amount of its Mortgage Note. (viii) Each Collateral Mortgage Loan is a first priority Mortgage Loan, unless permitted to be a subordinate Mortgage Loan under the DUS Program (in which case such Collateral Mortgage Loan may only be a second or third priority Mortgage Loan to the extent so permitted). (ix) Each first priority Mortgage Loan of the Company is secured by a first priority mortgage on the real property and improvements described in or covered by that mortgage. (x) Each first priority 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 requirements ▇▇▇▇▇▇ ▇▇▇. (xi) Each Mortgage Loan which is not a first priority Mortgage Loan (to the extent subordinate Mortgage Loans are permitted under the DUS Program) is a second (or third, if anypermitted by ▇▇▇▇▇▇ Mae) priority mortgage on the premises described in that mortgage, and 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 such Mortgage and meeting the requirements of ▇▇▇▇▇▇ ▇▇▇. (xii) Each Mortgage Loan has been evaluated or appraised in accordance with USPAP, pursuant to an appraisal ordered by the Company. (xiii) The Mortgage Note for each Collateral Mortgage Loan is (a) payable (or endorsed, in a manner satisfactory to the Credit Agent) to the order of the Company, (b) an “instrument” within the meaning of Article 9 of the Uniform Commercial Code of all applicable jurisdictions, and (c) denominated and payable in United States dollars. (xiv) No default exists under any Mortgage Loan included in the Collateral Mortgage Loan. (xv) Neither the Company, nor, to timely perform the best of the Company’s knowledge, any other party to a Mortgage Loan or any related document, is in violation of any applicable law, rule or regulation that would impair the collectibility of such Mortgage Loan, the enforceability of any insurance policy or claim or the performance by the mortgagor or any other obligor of its obligations thereunder, except those which arise under the Mortgage Note or any related document. (xvi) All fire and casualty policies covering the real property and improvements encumbered by each mortgage included in the ordinary course Collateral Mortgage Loan (a) name ▇▇▇▇▇▇ Mae and its successors and assigns as an additional insured (and otherwise will comply with all applicable ▇▇▇▇▇▇ ▇▇▇ requirements with respect to named insureds and loss payees), (b) are and will continue to be in full force and effect and (c) afford and will continue to afford insurance against fire and such other risks as are usually insured against in the broad form of business extended coverage insurance from time to time generally available. (xvii) Collateral Mortgage Loan secured by real property and which do not affect improvements located in a material portion special flood hazard area designated as such by the Director of the Accounts Federal Emergency Management Agency are and Financial Obligations Collateralwill continue to be covered by special flood insurance under the National Flood Insurance Program. g. Except (xviii) Each Collateral Mortgage Loan meets all of the requirements of the Commitment covering that Collateral Mortgage Loan, and each Collateral MBS meets all of the requirements of the related Commitment. (xix) None of the Collateral Mortgage Loans has a shared appreciation or other contingent interest feature, and each Collateral Mortgage Loan provides for periodic payments of all accrued interest on the Mortgage Loan on at least a monthly basis. (xx) Other than pursuant to its agreements with ▇▇▇▇▇▇ Mae pursuant to the DUS Program, or as disclosed to and permitted by ▇▇▇▇▇▇ ▇▇▇, neither the Company nor any of the Company’s affiliates has any ownership interest, right to acquire any ownership interest or equivalent economic interest in Borrower's prospectus any property securing a Collateral Mortgage Loan or the mortgagor under the Collateral Mortgage Loan or any other obligor on the Mortgage Note for such Collateral Mortgage Loan. (xxi) The original assignments of mortgage delivered to Credit Agent for each Collateral Mortgage Loan are in recordable form and comply with all applicable laws and regulations governing the filing and recording of such documents. (xxii) None of the mortgagors, guarantors or other filings with obligors of any Collateral Mortgage Loan is a person named in any Restriction List and to whom the SEC, any provision of financial services performed is prohibited or goods sold giving rise to the Accounts and Financial Obligations Collateral, if any, have been rendered or sold in compliance with otherwise restricted by applicable laws, ordinances, rules, and regulations and in the ordinary course of Borrower's businesslaw. h. There have been no extensions, modifications, or other agreements relating to payment of the Accounts and Financial Obligations Collateral, if any, except those granted in the ordinary course of business and which do not affect a material portion of the Accounts and Financial Obligations Collateral.