Common use of Borrower’s Certification Clause in Contracts

Borrower’s Certification. Borrower’s delivery of the Dry Loan Package to Lender shall constitute Borrower’s certification to Lender that: (a) the Pledged Mortgage Loan related to such Dry Loan Package is an Eligible Loan in all respects; (b) the Mortgage Note bears an original signature or signatures purporting to be the signature or signatures of the Person or Persons named as the maker; (c) except for the endorsement in blank, neither the Mortgage Note nor the Mortgage Assignment contains any notations on its face which evidences any claims, liens, security interests, encumbrances or restrictions on transfer; (d) the original principal amount of the indebtedness described in the Mortgage as being secured by the Mortgage is identical to the original principal amount of the Mortgage Note; (e) the Mortgage Note bears the original of an endorsement by the named holder or payee endorsing the Mortgage Note in blank; (f) the original of the Mortgage Assignment bears the original signature of the named mortgagee or beneficiary (and any other necessary party) or in the case of copies permitted hereunder, that such copies appear to bear a reproduction of such signature or signatures; (g) the Title Commitment is in form and substance providing evidence of a commitment to issue title insurance customarily used in the jurisdiction in which the Mortgaged Property is located, that the lien of the Mortgage is a valid first and prior lien against the Mortgaged Property (subject to any Permitted Encumbrances), that the description of the real property set forth in the Title Commitment is identical to the real property description contained in the Mortgage, and that Borrower has paid the title insurance premium and done all other things necessary so that a mortgagee policy of title insurance will be issued substantially in the form of the Title Commitment; (h) the original of any flood insurance policy that is required to be maintained with respect to a Mortgaged Property under the Flood Disaster Protection Act of 1973, as amended, and implementing and other regulations, has been duly issued and is in full effect; and (i) all representations and warranties of Borrower contained in this Agreement are true, correct and complete in all material respects as of the date of delivery of each Mortgage Document and such representations and warranties shall survive the delivery of each Mortgage Document to Lender.

Borrower’s Certification. Solely as between the Borrower and the Collateral Custodian, the Borrower hereby certifies to the Collateral Custodian that, notwithstanding anything to the contrary in this Agreement, the review contemplated by Article IX (the “Review”) is a review to be performed by the Collateral Custodian solely for the purpose of acknowledging receipt of Portfolio Asset Files by the Collateral Custodian from the Borrower’s delivery of . Any custodial certification (the Dry Loan Package to Lender shall constitute Borrower’s certification to Lender that: (a“Certification”) the Pledged Mortgage Loan related to such Dry Loan Package Review prepared by the Collateral Custodian and furnished to the Borrower is an Eligible Loan produced solely in all respects; (b) connection with this purpose. The Borrower did not engage the Mortgage Note bears an original signature Collateral Custodian to perform the Review, produce the Certification or signatures purporting to be the signature or signatures perform any of the Person or Persons named as the maker; (c) except services in this Agreement for the endorsement in blank, neither the Mortgage Note nor the Mortgage Assignment contains any notations on its face which evidences any claims, liens, security interests, encumbrances or restrictions on transfer; (d) the original principal amount purpose of the indebtedness described in the Mortgage as being secured by the Mortgage is identical to the original principal amount of the Mortgage Note; (e) the Mortgage Note bears the original of an endorsement by the named holder or payee endorsing the Mortgage Note in blank; (f) the original of the Mortgage Assignment bears the original signature of the named mortgagee or beneficiary (and any other necessary party) or in the case of copies permitted hereunder, that such copies appear to bear a reproduction of such signature or signatures; (g) the Title Commitment is in form and substance providing evidence of a commitment to issue title insurance customarily used in the jurisdiction in which the Mortgaged Property is located, that the lien of the Mortgage is a valid first and prior lien against the Mortgaged Property (subject to any Permitted Encumbrances), that the description of the real property set forth in the Title Commitment is identical to the real property description contained in the Mortgage, and that Borrower has paid the title insurance premium and done all other things necessary so that a mortgagee policy of title insurance will be issued substantially in the form of the Title Commitment; (h) the original of any flood insurance policy that is required to be maintained making findings with respect to a Mortgaged Property the accuracy of the information or data regarding the Portfolio Asset Files provided to the Collateral Custodian by the Borrower for the Review as contemplated by Rule 17g-10 under the Flood Disaster Protection Act Exchange Act. Given the purpose and scope of 1973the Collateral Custodian’s services with respect to the Borrower under this Agreement (including the Review and any Certification) and given the Borrower’s treatment and use of the Review and Certification, as amendedthe Borrower and the Collateral Custodian agree that the Collateral Custodian’s Review is not commonly understood in the market to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act. The Borrower does not consider the Review and the Certification to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act, and implementing and other regulationsunless the Borrower notifies the Collateral Custodian to the contrary, has been duly issued and the Borrower will not treat the Certification as a “third-party due diligence report” for purposes of Rule 15Ga-2 under the Exchange Act. The Borrower hereby acknowledges that the Collateral Custodian is in full effect; and (i) all representations and warranties relying on this certification for purposes of Borrower contained in this Agreement are true, correct and complete in all material respects as of determining that its Review does not constitute “due diligence services” under Rule 17g-10 under the date of delivery of each Mortgage Document and such representations and warranties shall survive the delivery of each Mortgage Document to LenderExchange Act.

Borrower’s Certification. Borrower’s delivery Solely as between the Borrower (on behalf of itself and each Subsidiary Guarantor) and the Dry Collateral Custodian, the Borrower (on behalf of itself and each Subsidiary Guarantor) hereby certifies to the Collateral Custodian that, notwithstanding anything to the contrary in this Agreement, the review contemplated by Article IX (the “Review”) is a review to be performed by the Collateral Custodian solely for the purpose of acknowledging receipt of Loan Package to Lender shall constitute Borrower’s Asset Files by the Collateral Custodian from the Borrower and each Subsidiary Guarantor. Any custodial certification to Lender that: (athe “Certification”) the Pledged Mortgage Loan related to such Dry Review prepared by the Collateral Custodian and furnished to the Borrower or a Subsidiary Guarantor is produced solely in connection with this purpose. The Borrower (on behalf of itself and each Subsidiary Guarantor) did not engage the Collateral Custodian to perform the Review, produce the Certification or perform any of the services in this Agreement for the purpose of making findings with respect to the accuracy of the information or data regarding the Loan Package Asset Files provided to the Collateral Custodian by the Borrower and each Subsidiary Guarantor for the Review as contemplated by Rule 17g-10 under the Exchange Act. Given the purpose and scope of the Collateral Custodian’s services with respect to the Borrower under this Agreement (including the Review and any Certification) and given the Borrower’s and each Subsidiary Guarantor’s treatment and use of the Review and Certification, the Borrower, each Subsidiary Guarantor and the Collateral Custodian agree that the Collateral Custodian’s Review is an Eligible Loan not commonly understood in all respects; (b) the Mortgage Note bears an original signature or signatures purporting market to be “due diligence services” for purposes of Rule 17g-10 under the signature Exchange Act. The Borrower and each Subsidiary Guarantor do not consider the Review and the Certification to be “due diligence services” for purposes of Rule 17g-10 under the Exchange Act, and unless the Borrower (on behalf of itself or signatures of any Subsidiary Guarantor) notifies the Person or Persons named as Collateral Custodian to the maker; (c) except for the endorsement in blankcontrary, neither the Mortgage Note Borrower nor any Subsidiary Guarantor will treat the Mortgage Assignment contains any notations on its face which evidences any claims, liens, security interests, encumbrances or restrictions on transfer; (d) Certification as a “third-party due diligence report” for purposes of Rule 15Ga-2 under the original principal amount of the indebtedness described in the Mortgage as being secured by the Mortgage is identical to the original principal amount of the Mortgage Note; (e) the Mortgage Note bears the original of an endorsement by the named holder or payee endorsing the Mortgage Note in blank; (f) the original of the Mortgage Assignment bears the original signature of the named mortgagee or beneficiary (Exchange Act. The Borrower and any other necessary party) or in the case of copies permitted hereunder, that such copies appear to bear a reproduction of such signature or signatures; (g) the Title Commitment is in form and substance providing evidence of a commitment to issue title insurance customarily used in the jurisdiction in which the Mortgaged Property is located, each Subsidiary Guarantor hereby acknowledge that the lien Collateral Custodian is relying on this certification for purposes of the Mortgage is a valid first and prior lien against the Mortgaged Property (subject to any Permitted Encumbrances), determining that the description of the real property set forth in the Title Commitment is identical to the real property description contained in the Mortgage, and that Borrower has paid the title insurance premium and done all other things necessary so that a mortgagee policy of title insurance will be issued substantially in the form of the Title Commitment; (h) the original of any flood insurance policy that is required to be maintained with respect to a Mortgaged Property its Review does not constitute “due diligence services” under Rule 17g-10 under the Flood Disaster Protection Act of 1973, as amended, and implementing and other regulations, has been duly issued and is in full effect; and (i) all representations and warranties of Borrower contained in this Agreement are true, correct and complete in all material respects as of the date of delivery of each Mortgage Document and such representations and warranties shall survive the delivery of each Mortgage Document to LenderExchange Act.