REPRESENTATIONS AND WARRANTIES RE. INVESTOR BUSINESS AND -------------------------------------------------------- OPERATIONS. Investor hereby represents and warrants as follows: ----------
REPRESENTATIONS AND WARRANTIES RE. PUBLIC COMPANY BUSINESS AND -------------------------------------------------------------- OPERATIONS. Public Company hereby represents and warrants as follows: ----------
REPRESENTATIONS AND WARRANTIES RE. Purchased Assets Consisting of Whole Loans Schedule 1(b) Representations and Warranties Re: Purchased Assets Consisting of B Notes Schedule 1(c) Representations and Warranties Re: Purchased Assets Consisting of Mezzanine Loans Schedule 1(d) Representations and Warranties Re: Purchased Assets Consisting of CMBS Schedule 1(e) Representations and Warranties Re: Purchased Assets Consisting of Floaters Schedule 1(f) Representations and Warranties Re: Purchased Assets Consisting of Letter of Credit Loans Schedule 1(g) Representations and Warranties Re: Purchased Assets Consisting of Construction Loans Schedule 2 Wiring Instructions Schedule 3 Controlled Accounts Schedule 4 [reserved] Schedule 5 Subsidiaries Schedule 6 Asset Pricing Schedule 7 Approved Servicers EXHIBITS Exhibit A Form of Transaction Request Exhibit B Form of Confirmation Exhibit C Forms of Opinion Exhibit D UCC Filing Jurisdictions Exhibit E Form of Margin Deficit Notice Exhibit F Form of Servicer Notice Exhibit G Form of Custodial Agreement Exhibit H Form of Account Control Agreement Exhibit I Form of Release Letter(s) Exhibit J Form of Compliance Certificate Exhibit K Form of Purchased Asset Data Summary Exhibit L Form of Pledge and Security Agreement Exhibit M Form of Intercreditor Agreement Exhibit N Form of Joinder Agreement for SPE Sellers Exhibit O Form of Title Escrow Letter MASTER REPURCHASE AGREEMENT MASTER REPURCHASE AGREEMENT, dated as of September 22, 2004 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this "Agreement"), by and among Wachovia Bank, National Association ("Buyer"), CAPLEASE, LP, a Delaware limited partnership ("Caplease"), and certain special-purpose entity subsidiaries thereof (together with Caplease, collectively, the "Sellers", each, a "Seller") and CAPITAL LEASE FUNDING, INC., a Maryland corporation ("Parent" and "Guarantor").
REPRESENTATIONS AND WARRANTIES RE. PURCHASED ASSETS CONSISTING OF MEZZANINE LOANS Seller represents and warrants to Buyer, with respect to each Purchased Asset which is a Mezzanine Loan, that except as specifically disclosed to Buyer in an Approved Representation Exception for such Purchased Asset, as of the related Purchase Date for each such Purchased Asset by Buyer from Seller and as of the date of each Transaction hereunder and at all times while the Repurchase Documents or any Transaction hereunder is in full force and effect the representations set forth on this Schedule 1(c) shall be true and correct in all material respects. For purposes of this Schedule 1(c) and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to a Purchased Asset which is a Mezzanine Loan if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer affects such Purchased Asset or has repurchased such Purchased Asset in accordance with the terms of the Agreement. 1. The Mezzanine Loan is a performing mezzanine loan secured by a pledge of all of the Capital Stock of a Mortgagor that owns income producing commercial real estate or multifamily property, and the underlying Whole Loan is a performing Whole Loan secured by a first priority security interest in a commercial or multifamily property. All documents comprising the Servicing File will be or have been delivered to Buyer with respect to each Mezzanine Loan by the deadlines set forth in the Agreement and the Custodial Agreement. 2. Such Mezzanine Loan, and the underlying Whole Loan, each complies in all material respects with, or is exempt from, all requirements of federal, state or local law relating to such Mezzanine Loan and underlying Whole Loan, as applicable. 3. Immediately prior to the sale, transfer and assignment to Buyer thereof, no Mezzanine Loan or Mezzanine Note was subject to any assignment (other than assignments to Seller), participation or pledge, and Seller had good and marketable title to, and was the sole owner and holder of, such Mezzanine Loan, and Seller is transferring such Mezzanine Loan free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Mezzanine Loan, except to the extent otherwise permitted in this Agreement (including Permitted Liens) and Title Exceptions. Upon ...
REPRESENTATIONS AND WARRANTIES RE. THE LASERMEDIA SHAREHOLDERS
REPRESENTATIONS AND WARRANTIES RE. ECIP BUSINESS AND EC/ECA ----------------------------------------------------------- BUILDINGS. The ECIP Partners hereby severally (and not jointly) represent and --------- warrant to Investor except as set forth on any Schedule attached hereto and -------- referred to below and Public Company that:
REPRESENTATIONS AND WARRANTIES RE. States In Which Borrower Does ---------------------------------------------------------------- Business Or Owns Assets. The following states are the only states in which ----------------------- Borrower is or shall be doing business or owns or will own assets immediately subsequent to the closing of the Purchase: (a) California; (b) Utah; (c) Washington; (d) Oregon; (e) Colorado; (f) Texas; (g)
REPRESENTATIONS AND WARRANTIES RE. MORTGAGE LOANS Seller makes the following representations and warranties to Agent and Buyers with respect to each Mortgage Loan as of the Purchase Date for the purchase of any such Mortgage Loan by Agent on behalf of Buyers from Seller and at all times while the Mortgage Loan is subject to a Transaction hereunder. With respect to those representations and warranties which are made to the best of Seller’s knowledge, if it is discovered by Seller or Agent that the substance of such representation and warranty is inaccurate, notwithstanding Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty.
REPRESENTATIONS AND WARRANTIES RE. PURCHASED ASSETS CONSISTING OF PARTICIPATION INTERESTS Seller represents and warrants to Buyer, with respect to each Purchased Asset which is a Participation Interest, that as of the Purchase Date and at all times while the Program Documents and the related Transaction hereunder is in full force and effect, except as set forth on the Schedule of Exceptions, the following are true and correct. With respect to those representations and warranties which are made to the knowledge of any Seller Party or to the best of any Seller Party’s knowledge or if there is any limitation as to the scope any representation by a knowledge qualifier, if it is discovered by Seller or Buyer that the substance of such representation and warranty is inaccurate, notwithstanding the lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty.
REPRESENTATIONS AND WARRANTIES RE. THE SELLER AND SCL . . . . . . . . . . . . . . . . . . . . 8 Section 4.1. Organization of the Seller and SCL . . . . . . . . . . . . 8 Section 4.2. Authorization and Validity of Agreement. . . . . . . . . . 8 Section 4.3. No Conflict with Other Agreements or Laws. . . . . . . . . 8 Section 4.4.
