CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES Clause Samples

The "Conveyance of Mortgage Loans; Representations and Warranties" clause defines the process by which mortgage loans are transferred from one party to another, and sets out the assurances made by the transferring party regarding the quality and status of those loans. Typically, this clause outlines the specific representations—such as the loans being valid, enforceable, and free from prior encumbrances—and may require the seller to remedy or repurchase loans that fail to meet these standards. Its core function is to allocate risk and ensure that the buyer receives loans that meet agreed-upon criteria, thereby protecting the buyer from defects or undisclosed issues in the transferred assets.
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CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. Section 2.01 Conveyance of Mortgage Loans................................. Section 2.02 Acceptance by the Trustee of the Mortgage Loans...........
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. SECTION 2.01. Conveyance of Mortgage Loans..........................................................II-1 SECTION 2.02. Acceptance by Trustee of the Mortgage Loans...........................................II-7 SECTION 2.03. Representations, Warranties and Covenants of the Sellers and Master Servicer........II-10 SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans.............II-12 SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions......................II-13 SECTION 2.06. Execution and Delivery of Certificates...............................................II-13 SECTION 2.07.
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. Section 2.01 Conveyance of Mortgage Loans...................................................................55 Section 2.02 Acceptance by Trustee of the Mortgage Loans....................................................63 Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Sellers...............68 Section 2.04 Representations and Warranties of the Depositor................................................88 Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................90 Section 2.06 Authentication and Delivery of Certificates....................................................91 Section 2.07 Covenants of the Master Servicer...............................................................91
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. Section 2.01 Conveyance of Mortgage Loans Section 2.02 Acceptance by Trustee of the Mortgage Loans Section 2.03 Remedies for Breaches of Representations and Warranties
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. Conveyance of Mortgage Loans.......................................................................39 Section 2.02 Acceptance by the Custodians of the Mortgage Loans.................................................41 Section 2.03 Execution and Delivery of Certificates.............................................................43 Section 2.04
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. 60 SECTION 2.01.
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. Section 2.01 Conveyance of Mortgage Loans.
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. 64 Section 2.01. Conveyance of Mortgage Loans.................................................... 64 Section 2.02. Acceptance by the Trustee of the Mortgage Loans................................. 66 Section 2.03. Representations, Warranties and Covenants of the Depositor...................... 68 Section 2.04. Representations and Warranties of the Servicer.................................. 72 Section 2.05. Substitutions and Repurchases of Mortgage Loans that are not "Qualified Mortgages"...................................................................... 73 Section 2.06. Authentication and Delivery of Certificates..................................... 73 Section 2.07. REMIC Elections................................................................. 73 Section 2.08. [RESERVED]...................................................................... 79 Section 2.09. Covenants of the Servicer....................................................... 79 Section 2.10. [RESERVED]...................................................................... 79 Section 2.11. Permitted Activities of the Trust............................................... 79 Section 2.12. Qualifying Special Purpose Entity............................................... 79
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. SECTION 2.1 Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund together with (i) the Depositor’s right to (A) require the Seller to cure any breach of a representation or warranty made by the Seller pursuant to the MLPA, or (B) repurchase or substitute for any affected Mortgage Loan in accordance herewith, and (ii) all right, title and interest of the Depositor in, to and under the Servicing Agreement, which right has been assigned to the Depositor pursuant to the MLPA. (b) In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Trustee or the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or the Custodian on its behalf within thirty (30) days following the Closing Date) for the benefit of the Certificateholders the following documents or instruments with respect to each Mortgage Loan so assigned: (i) (A) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: “Pay to the order of ________________, without recourse,” with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. Section 2.01 Conveyance of Mortgage Loans.................................70 Section 2.02 Acceptance by the Trustee of the Mortgage Loans..............74 Section 2.03 Representations, Warranties and Covenants of the Servicers and each Custodian..............................76 Section 2.04 Execution and Delivery of Certificates.......................77 Section 2.05