Common use of Accurate and Complete Disclosure Clause in Contracts

Accurate and Complete Disclosure. The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information (other than financial statements) furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Asset Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. All financial statements furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Documents will fairly reflect in all material respects in accordance with GAAP the financial condition and results of operations of the relevant person for the relevant period subject, in the case of unaudited financial information, to normal year-end adjustments and the absence of footnotes. There is no fact known to Seller after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

Accurate and Complete Disclosure. The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party Guarantor to Buyer in connection with the negotiation, preparation or delivery of this Agreement Limited Guaranty or performance hereof and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information (other than financial statements) furnished after the date hereof by or on behalf of Seller Guarantor to Buyer in connection with this Agreement Guaranty and the other Facility Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Asset Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. All financial statements furnished after the date hereof by or on behalf of Seller Guarantor to Buyer in connection with this Agreement Limited Guaranty and the other Facility Documents will fairly reflect in all material respects in accordance with GAAP the financial condition and results of operations of the relevant person for the relevant period subject, in the case of unaudited financial information, to normal year-end adjustments and the absence of footnotes. There is no fact known to Seller Guarantor after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

Accurate and Complete Disclosure. The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof and the other Facility Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading; it being understood that Xxxxxx does USActive 58893110.158893110.5 not make any representation, warranty or covenant relating to the content of any report to noteholders or similar reports prepared by the indenture trustee or servicer in connection with the MBS Notes and made available to the noteholders. All written information (other than financial statements) furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Program Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Purchased Asset Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. All financial statements furnished after ; it being understood that Seller does not make any representation, warranty or covenant relating to the date hereof content of any report to noteholders or similar reports prepared by the indenture trustee or on behalf of Seller to Buyer servicer in connection with this Agreement the MBS Notes and made available to the other Facility Documents will fairly reflect in all material respects in accordance with GAAP the financial condition and results of operations of the relevant person for the relevant period subject, in the case of unaudited financial information, to normal year-end adjustments and the absence of footnotesnoteholders. There is no fact known to Seller Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

Accurate and Complete Disclosure. The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof and the other Facility Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleadingmisleading in any material respect. All written information (other than financial statements) furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Program Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Asset Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. All financial statements furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Documents will fairly reflect in all material respects in accordance with GAAP the financial condition and results of operations of the relevant person for the relevant period subject, in the case of unaudited financial information, to normal year-end adjustments and the absence of footnotes. There is no fact known to Seller after due inquirySeller, that could would reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby. With respect to information and reports prepared by third parties relating to Purchased Assets, the representations and warranties made in this paragraph shall be limited to Seller’s knowledge. For purposes of this Section 11(o), “knowledge” of Seller shall mean actual knowledge of any senior officer thereof, including, without limitation, the CEO, CFO or Secretary. Notwithstanding anything to the contrary set forth in this Section 11(o), if financial statements or projections are delivered to Buyer by or on behalf of Seller or Guarantor that do not reference or that fail to take into account the potential effects of the COVID-19 pandemic on the performance of Seller or Guarantor (and there is no fact actually known to Seller that would reasonably be expected to have a Material Adverse Effect in connection therewith), such failure shall not, in of itself, be deemed to be misleading in any material respect.

Accurate and Complete Disclosure. The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof and the other Facility Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading; it being understood that Seller does not make any representation, warranty or covenant relating to the content of any report to noteholders or similar reports prepared by the indenture trustee or servicer in connection with the MBS Notes and made available to the noteholders. All written information (other than financial statements) furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Program Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Purchased Asset Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. All financial statements furnished after ; it being understood that Seller does not make any representation, warranty or covenant relating to the date hereof content of any report to noteholders or similar reports prepared by the indenture trustee or on behalf of Seller to Buyer servicer in connection with this Agreement the MBS Notes and made available to the other Facility Documents will fairly reflect in all material respects in accordance with GAAP the financial condition and results of operations of the relevant person for the relevant period subject, in the case of unaudited financial information, to normal year-end adjustments and the absence of footnotesnoteholders. There is no fact known to Seller Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or therebythereby (p) Margin Regulations. The use of all funds acquired by Seller under this Agreement will not conflict with or contravene any of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified.

Accurate and Complete Disclosure. The information, information contained in reports, Financial Statementsfinancial statements, exhibits exhibits, schedules and schedules certificates furnished in writing by or on behalf of each Seller Party Sellers or Guarantor to Buyer in connection with the negotiation, preparation or delivery of this Repurchase Agreement or performance hereof and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information (other than financial statements) furnished after the date hereof by or on behalf of Seller Sellers or Guarantor to Buyer in connection with this Repurchase Agreement and the other Facility Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Asset Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. All financial statements furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Documents will fairly reflect in all material respects in accordance with GAAP the financial condition and results of operations of the relevant person for the relevant period subject, in the case of unaudited financial information, to normal year-end adjustments and the absence of footnotes. There is no fact known to any Seller or Guarantor, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

Accurate and Complete Disclosure. The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information (other than financial statements) furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Asset Schedule, will be true, complete and accurate in every material respect, 34 or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. All financial statements furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Documents will fairly reflect in all material respects in accordance with GAAP the financial condition and results of operations of the relevant person for the relevant period subject, in the case of unaudited financial information, to normal year-end adjustments and the absence of footnotes. There is no fact known to Seller after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

Accurate and Complete Disclosure. The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party Guarantor to Buyer in connection with the negotiation, preparation or delivery of this Guaranty, the Repurchase Agreement or performance hereof and the other Facility Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleadingmisleading in any material respect. All written information (other than financial statements) furnished after the date hereof by or on behalf of Seller Guarantor to Buyer in connection with this Guaranty, the Repurchase Agreement and the other Facility Program Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Asset Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. All financial statements furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Documents will fairly reflect in all material respects in accordance with GAAP the financial condition and results of operations of the relevant person for the relevant period subject, in the case of unaudited financial information, to normal year-end adjustments and the absence of footnotes. There is no fact known to Seller after due inquiryGuarantor, that could would reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby. With respect to information and reports prepared by third parties, the representations and warranties made in this paragraph shall be limited to Guarantor’s knowledge. For purposes of this Section 9(f), “knowledge” of Guarantor shall mean actual knowledge of any senior officer thereof, including, without limitation, the CEO, CFO or Secretary.