Purchased Loans; Special Loans Clause Samples

Purchased Loans; Special Loans. (a) Section 2.01(i) of the Disclosure Schedule accurately sets forth the following information as of the Reference Date and as of April 30, 2007 concerning the Loans: (i) the gross amount of the commitment with respect to the Loan, whether funded or not, (ii) the outstanding principal balance of the Loan, (iii) the remaining unfunded commitment of the Loan, (iv) if applicable, the outstanding principal amount of any participation rights granted to any third party in such Loan, (v) the outstanding principal amount owed to the Seller or any of its Affiliates under such Loan, (vi) a list of the Loans that are currently in foreclosure or where the borrower thereunder is, to the knowledge of the Seller, the subject of bankruptcy or foreclosure proceedings, (vii) all deposits held by Fremont under any of the Loans, and (viii) all obligations of Fremont to refund deposits or other sums. (b) The Seller and its Affiliates have materially complied with, and have materially performed, all obligations required to be complied with or performed by them under the Loan Documents and the Seller and its Affiliates have not breached any of their representations or warranties under any of the Loan Documents in any material respect. To the Seller's knowledge, except as set forth in Section 3.08(b) of the Disclosure Schedule, no Loan is subject to any borrower's, guarantor's, indemnitor's or other obligor's or participant's or co-lender's right of set-off, equitable subordination or other defense to payment. (c) Neither the Seller nor its Affiliates nor, to the Seller's knowledge, the Seller's predecessors in interest, has effected or received the benefit of any setoff against any borrower or any obligor on account of any of the Loans. (d) The Seller has provided to the Purchaser or its representatives access to true, correct and complete copies of each Loan Document in the Seller's possession or control. The Seller is in possession of the original promissory note for each Loan except where it is a participant only and with respect to participated Loans, the Seller has possession of the original participation certificate. No Encumbrances on the collateral have been released by the Seller or any of its Affiliates, except for such Encumbrances relating to collateral (i) sold in the ordinary course of the related borrower's or obligor's business, (ii) sold in accordance with the terms of the related Collateral Documents that has resulted in a payment of principal on the related Lo...