No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction: (a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents; (b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party; (c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks; (d) It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation; (e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and (f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.
Appears in 61 contracts
Sources: Master Repurchase Agreement (Blackstone Private Real Estate Credit & Income Fund), Master Repurchase and Securities Contract (Seven Hills Realty Trust), Master Repurchase and Securities Contract (Ares Commercial Real Estate Corp)
No Reliance. Each Party of Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;; and
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 21 contracts
Sources: Master Repurchase Agreement (BrightSpire Capital, Inc.), Master Repurchase and Securities Contract Agreement (FS Credit Real Estate Income Trust, Inc.), Master Repurchase Agreement (Lument Finance Trust, Inc.)
No Reliance. Each Party of Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;; and
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 16 contracts
Sources: Master Repurchase Agreement (Ares Commercial Real Estate Corp), Master Repurchase Agreement, Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
No Reliance. Each Party Seller hereby acknowledges, represents and warrants to the other Party Purchaser that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other PartyPurchaser, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other PartyPurchaser;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Purchaser and any Seller Party; and
(f) Purchaser is not acting as a fiduciary or financial, investment or commodity trading advisor for the other any Seller Party and Purchaser has not given the other to any Seller Party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 9 contracts
Sources: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.), Master Repurchase Agreement (Fortress Credit Realty Income Trust), Master Repurchase Agreement (Fortress Credit Realty Income Trust)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in In connection with the negotiation ofnegotiation, entering intointo and execution of this Transaction, Party B acknowledges and performance underagrees that: (i) Party A is acting for its own account and not as a fiduciary for, the Repurchase Documents and each Transaction:
or financial or investment advisor to, Party B (aor in any similar capacity) It regardless of whether Party A provides Party B with market information or its views; (ii) Party B is not relying (for purposes of making upon any investment decision or otherwise) on any advice, counsel or representations communications (whether written or oral) of the other Party, from Party A as investment advice or as a recommendation to enter into this Transaction (other than the representations expressly set forth in the Repurchase Documents;
Master Agreement), it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction; (biii) It Party B has not received from Party A any assurance or guarantee as to the expected results of this Transaction and understands the risks of the Transaction; (iv) Party B has consulted with its own legal, regulatory, tax, business, investment, financial financial, and accounting advisors to the extent that it has deemed necessary, and it has made its own independent investment, hedging hedging, and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Party;
Party A; and (cv) It is a sophisticated Party B has determined based upon its own judgment and informed Person upon any advice received from its own professional advisors as it has deemed necessary to consult that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents Transaction is appropriate for such party in light of its financial capabilities and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documentsobjectives.
Appears in 5 contracts
Sources: Isda Master Agreement (Lehman XS Trust Series 2005-1), Isda Master Agreement (Lehman XS Trust 2006-11), Isda Master Agreement (Lehman XS Trust Series 2005-1)
No Reliance. Each Party of Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, into and the performance under, under the Repurchase Program Documents and each TransactionTransaction thereunder:
(a) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Program Documents, other than the representations expressly set forth in the Repurchase Program Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Program Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Program Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;; and
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Program Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 5 contracts
Sources: Master Repurchase Agreement and Securities Contract (FS Credit Real Estate Income Trust, Inc.), Master Repurchase Agreement (BlackRock Monticello Debt Real Estate Investment Trust), Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)
No Reliance. Each Party Seller hereby acknowledges, represents and warrants to the other Party Purchaser that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other PartyPurchaser, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other PartyPurchaser;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Purchaser and any Seller Party; and
(f) Purchaser is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and Purchaser has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 5 contracts
Sources: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.), Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.), Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
No Reliance. (a) Each Party of Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, this Agreement and the Repurchase Transaction Documents and each TransactionTransaction hereunder and thereunder:
(ai) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(bii) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(ciii) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(div) It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;; and
(ev) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; andTransaction thereunder.
(fb) No partnership Each determination by Buyer of the Market Value with respect to each Purchased Loan or joint venture exists the communication to Seller of any information pertaining to Market Value under this Agreement shall be subject to the following disclaimers; provided, however, that Buyer hereby agrees that none of the disclaimers contained in this Section 25(b) shall be construed as expanding or will exist modifying the method by which Buyer must determine Market Value as set forth in the definition of Market Value herein:
(i) Buyer has assumed and relied upon, with Seller’s consent and without independent verification, the accuracy and completeness of the information provided by Seller and reviewed by Buyer. Buyer has not made any independent inquiry of any aspect of the New Collateral or Purchased Loans or the underlying collateral. Buyer’s view is based on economic, market and other conditions as in effect on, and the information made available to Buyer as of, the date of any such determination or communication of information, and such view may change at any time without prior notice to Seller.
(ii) Market Value determinations and other information provided to Seller constitute a statement of Buyer’s view of the value of one or more loans or other assets at a particular point in time and neither (A) constitute a bid for a particular trade, (B) indicate a willingness on the part of Buyer or any Affiliate thereof to make such a bid, nor (C) reflect a valuation for substantially similar assets at the same or another point in time, or for the same assets at another point in time.
(iii) Market Value determinations and other information provided to Seller may vary significantly from valuation determinations and other information that may be obtained from other sources.
(iv) Market Value determinations and other information provided to Seller are communicated to Seller solely for its use and may not be relied upon by any other person and may not be disclosed or referred to publicly or to any third party without the prior written consent of Buyer, which consent Buyer may withhold or delay in its sole and absolute discretion.
(v) Buyer makes no representations or warranties with respect to any Market Value determinations or other information provided to Seller. Buyer shall not be liable for any incidental or consequential damages arising out of any inaccuracy in such valuation determinations and other information provided to Seller, including as a result of any act of gross negligence or breach of any warranty.
(vi) Market Value determinations and other information provided to Seller in connection therewith are only indicative of the Transactions initial Market Value of the Purchased Loan submitted to Buyer for consideration hereunder, and may change without notice to Seller prior to, or entering into subsequent to, the Purchase Date for the applicable Transaction. No indication is provided as to Buyer’s expectation of the future value of such Purchased Loan or the underlying collateral.
(vii) Initial Market Value determinations and performing other information provided to Seller in connection therewith are to be used by Seller for the Repurchase Documentssole purpose of determining whether to proceed in accordance with Section 3 hereof and for no other purpose.
Appears in 3 contracts
Sources: Master Repurchase Agreement, Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.), Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
No Reliance. Each Party Borrower hereby acknowledges, represents and warrants to the other Party Lender that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Loan Documents and each Transactionthe Loan:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other PartyLender, other than the representations expressly set forth in the Repurchase Loan Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transactionthe Loan) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other PartyClass A Lender;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Loan Documents and each Transaction the Loan and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Loan Documents and each Transaction the Loan for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Lender and any Borrower Party; and
(f) Lender is not acting as a fiduciary or financial, investment or commodity trading advisor for the other any Borrower Party and Lender has not given the other to any Borrower Party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Loan Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsLoan.
Appears in 3 contracts
Sources: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.), Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.), Loan and Security Agreement (AB Commercial Real Estate Private Debt Fund, LLC)
No Reliance. Each Party Seller hereby acknowledges, represents and warrants to the other Party Buyer that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other PartyBuyer, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other PartyBuyer;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Buyer and any Seller Party; and
(f) Buyer is not acting as a fiduciary or financial, investment or commodity trading advisor for the other any Seller Party and Buyer has not given the other to any Seller Party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 3 contracts
Sources: Master Repurchase Agreement (Seven Hills Realty Trust), Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.), Master Repurchase Agreement (Tremont Mortgage Trust)
No Reliance. (a) Each Party of Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, this Agreement and the Repurchase Transaction Documents and each TransactionTransaction hereunder and thereunder:
(ai) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(bii) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(ciii) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(div) It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;; and
(ev) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; andTransaction thereunder.
(fb) No partnership or joint venture exists or will exist as a result Each determination by Buyer of the Transactions Market Value with respect to each Purchased Loan or entering into the communication to Seller of any information pertaining to Market Value under this Agreement shall be subject to the following disclaimers:
(i) Buyer has assumed and performing relied upon, with Seller’s consent and without independent verification, the Repurchase Documentsaccuracy and completeness of the information provided by Seller and reviewed by Buyer. Buyer has not made any independent inquiry of any aspect of the New Loans or Purchased Loans or the underlying collateral. Buyer’s view is based on economic, market and other conditions as in effect on, and the information made available to Buyer as of, the date of any such determination or communication of information, and such view may change at any time without prior notice to Seller.
(ii) Market Value determinations and other information provided to Seller constitute a statement of Buyer’s view of the value of one or more loans or other assets at a particular point in time and neither (A) constitute a bid for a particular trade, (B) indicate a willingness on the part of Buyer or any Affiliate thereof to make such a bid, nor (C) reflect a valuation for substantially similar assets at the same or another point in time, or for the same assets at another point in time.
(iii) Market Value determinations and other information provided to Seller may vary significantly from valuation determinations and other information that may be obtained from other sources.
(iv) Market Value determinations and other information provided to Seller are communicated to Seller solely for its use and may not be relied upon by any other person and may not be disclosed or referred to publicly or to any third party without the prior written consent of Buyer, which consent Buyer may withhold or delay in its sole and absolute discretion.
(v) Buyer makes no representations or warranties with respect to any Market Value determinations or other information provided to Seller. Buyer shall not be liable for any incidental or consequential damages arising out of any inaccuracy in such valuation determinations and other information provided to Seller.
(vi) Market Value determinations and other information provided to Seller in connection therewith are only indicative of the initial Market Value of the Purchased Loan submitted to Buyer for consideration hereunder, and may change without notice to Seller prior to, or subsequent to, the transfer by Seller of the Purchased Loan to Buyer on the Purchase Date. No indication is provided as to Buyer’s expectation of the future value of such Purchased Loan or the underlying collateral.
(vii) Initial Market Value determinations and other information provided to Seller in connection therewith are to be used by Seller for the sole purpose of determining whether to proceed in accordance with Section 3 hereof and for no other purpose.
Appears in 3 contracts
Sources: Master Repurchase Agreement (NorthStar Real Estate Income II, Inc.), Master Repurchase Agreement (NorthStar Real Estate Income Trust, Inc.), Master Repurchase Agreement (Northstar Realty Finance Corp.)
No Reliance. Each Party of Buyer, QRS Seller and TRS Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;; and
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 3 contracts
Sources: Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.), Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.), Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.)
No Reliance. Each Party Seller hereby acknowledges, represents and warrants to the other Party Buyer that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other PartyBuyer, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Party▇▇▇▇▇;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Buyer and any Seller Party; and
(f) Buyer is not acting as a fiduciary or financial, investment or commodity trading advisor for the other any Seller Party and Buyer has not given the other to any Seller Party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 3 contracts
Sources: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.), Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.), Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
No Reliance. Each Party Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) 23.1 It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) 23.2 It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) 23.3 It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) 23.4 It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;; and
(e) 23.5 It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 3 contracts
Sources: Master Repurchase Agreement (CBRE Realty Finance Inc), Master Repurchase Agreement (American Mortgage Acceptance Co), Master Repurchase Agreement (CBRE Realty Finance Inc)
No Reliance. (a) Each Party of Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, this Agreement and the Repurchase Transaction Documents and each TransactionTransaction hereunder and thereunder:
(ai) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(bii) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(ciii) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(div) It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(ev) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any TransactionTransaction thereunder; and
(fvi) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Transaction Documents.
(b) Each determination by Buyer of the Market Value with respect to each Purchased Loan or the communication to Seller of any information pertaining to Market Value under this Agreement shall be subject to the following disclaimers:
(i) Buyer has assumed and relied upon, with Seller’s consent and without independent verification, the accuracy and completeness of the information provided by Seller and reviewed by Buyer. Buyer has not made any independent inquiry of any aspect of the New Collateral or Purchased Loans or the underlying collateral. Buyer’s view is based on economic, market and other conditions as in effect on, and the information made available to Buyer as of, the date of any such determination or communication of information, and such view may change at any time without prior notice to Seller.
(ii) Market Value determinations and other information provided to Seller constitute a statement of Buyer’s view of the value of one or more loans or other assets at a particular point in time and neither (A) constitute a bid for a particular trade, (B) indicate a willingness on the part of Buyer or any Affiliate thereof to make such a bid, nor (C) reflect a valuation for substantially similar assets at the same or another point in time, or for the same assets at another point in time.
(iii) Market Value determinations and other information provided to Seller may vary significantly from valuation determinations and other information that may be obtained from other sources.
(iv) Market Value determinations and other information provided to Seller are communicated to Seller solely for its use and may not be relied upon by any other person and may not be disclosed or referred to publicly or to any third party without the prior written consent of Buyer, which consent Buyer may withhold or delay in its sole and absolute discretion.
(v) Buyer makes no representations or warranties with respect to any Market Value determinations or other information provided to Seller. Buyer shall not be liable for any incidental or consequential damages arising out of any inaccuracy in such valuation determinations and other information provided to Seller.
(vi) Market Value determinations and other information provided to Seller in connection therewith are only indicative of the initial Market Value of the Purchased Loan submitted to Buyer for consideration hereunder, and may change without notice to Seller prior to, or subsequent to, the transfer by Seller of the Purchased Loan to Buyer on the Purchase Date. No indication is provided as to Buyer’s expectation of the future value of such Purchased Loan or the underlying collateral.
(vii) Initial Market Value determinations and other information provided to Seller in connection therewith are to be used by Seller for the sole purpose of determining whether to proceed in accordance with Section 3 hereof and for no other purpose.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)
No Reliance. Each Party of Seller and Purchaser hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Purchaser and any Seller Party pursuant to any Transaction Document; and
(f) it is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Colony Credit Real Estate, Inc.), Master Repurchase Agreement (Colony NorthStar Credit Real Estate, Inc.)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in In connection with the negotiation ofof and entering into this Agreement, entering into, and performance under, the Repurchase Documents any Credit Support Document and each Transaction:
Transaction (ai) It the other party hereto is not acting as a fiduciary or a financial or investment advisor for it; (ii) it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Party, party hereto other than the representations expressly set forth in this Agreement, in such Credit Support Document and in any Confirmation; (iii) the Repurchase Documents;
other party hereto has not given to it any advice or counsel as to the expected or projected success, return, performance, result, consequence or benefit (beither legal, regulatory, tax, financial, accounting, or otherwise) It of this Agreement, such Credit Support Document or such Transaction; (iv) it has consulted with its own legal, regulatory, tax, business, investment, investment financial and accounting advisors to the extent that it has deemed necessary, necessary and it has made its own investment, hedging hedging, and trading decisions (including decisions regarding the suitability of any Transactionsuch Transaction pursuant to this Agreement) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Party;
party hereto; (cv) It it has determined that the rates, prices, or amounts and other terms of such Transaction in the indicative quotations (if any) provided by the other party hereto reflect those in the relevant market for similar transactions, and all trading decisions have been the result of arms length negotiations between the parties; (vi) it is a sophisticated entering into this Agreement, such Credit Support Document and informed Person that has such Transaction with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise) of the Repurchase Documents ), and each Transaction and it is capable of assuming and willing to assume (financially and otherwise) those risks;
; and (dvii) It it is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documentssophisticated investor.
Appears in 2 contracts
Sources: Isda Master Agreement (Brookstone Inc), Isda Master Agreement (Darling International Inc)
No Reliance. Each Party Seller and Purchaser hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Purchaser and any Seller Party pursuant to any Transaction Document; and
(f) it is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Blackstone Private Real Estate Credit & Income Fund), Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
No Reliance. Each Party (a) Buyer and each Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, this Agreement and the Repurchase Transaction Documents and each TransactionTransaction hereunder and thereunder:
(ai) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(bii) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(ciii) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(div) It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;; and
(ev) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; andTransaction thereunder.
(fb) No partnership or joint venture exists or will exist as a result Each determination by Buyer of the Transactions Market Value with respect to each Purchased Loan or entering into the communication to the Seller Parties of any information pertaining to Market Value under this Agreement shall be subject to the following disclaimers:
(i) Buyer has assumed and performing relied upon, with the Repurchase DocumentsSeller Parties’ consent and without independent verification, the accuracy and completeness of the information provided by Seller Parties and reviewed by Buyer. Except as expressly set forth herein, Buyer has not made any independent inquiry of any aspect of the New Collateral, Purchased Loans or the underlying collateral. Buyer’s view is based on economic, market and other conditions as in effect on, and the information made available to Buyer as of, the date of any such determination or communication of information, and such view may change at any time without prior notice to the Seller Parties.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Sutherland Asset Management Corp), Master Repurchase Agreement (Sutherland Asset Management Corp)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in In connection with the negotiation of, the entering into, and performance underthe confirming of the execution of, the Repurchase Documents this Agreement, any Credit Support Document to which it is a party, and each Transaction:
: (ai) It it is acting as principal (and not as agent for any other party or in any other capacity, fiduciary or otherwise); (ii) the other party is not acting as a fiduciary or financial or investment advisor for it; (iii) it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel statements, recommendations or representations (whether written or oral) of the other Party, party other than the written representations expressly set forth in this Agreement, in such Credit Support Document or in the Repurchase Documents;
Confirmation of such Transaction; (biv) It the other party has not given to it (directly or indirectly through any other person) any advice, counsel, assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this Agreement, such Credit Support Document, or such other Transaction); (v) it has consulted with its own legal, regulatory, tax, business, investment, financial financial, and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging hedging, and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary necessary, and not on upon any view expressed by the other Party;
party; (cvi) It all trading decisions have been the result of arms’‑length negotiations between the parties and are not intended to preclude either party (or any of such party’s Affiliates) from undertaking proprietary trading activities, including hedging and other transactions relating, directly or indirectly, to generation capacity owned or controlled by such party or its Affiliates; (vii) it is a sophisticated entering into this Agreement, such Credit Support Document, and informed Person that has such Transaction with a full understanding of all of the terms, conditions risks hereof and risks thereof (economic and otherwise) of the Repurchase Documents ), and each Transaction and it is capable of assuming and willing to assume (financially and otherwise) those risks;
risks and (dviii) It is entering into it has the Repurchase Documents capacity to evaluate (internally or through independent professional advice) this Agreement, and such Credit Support Document and each such Transaction for (including decisions regarding the purposes of managing its borrowings appropriateness or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(esuitability thereof) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurancemade its own decision to enter into this Agreement, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any such Credit Support Document and each such Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.
Appears in 1 contract
Sources: Isda Master Agreement
No Reliance. Each Party Seller hereby acknowledges, represents and warrants to the other Party Purchaser that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each Transaction:Transaction thereunder: 159 BUSINESS.31481134.1132540646.2
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other PartyPurchaser, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other PartyPurchaser;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Purchaser and any Seller Party; and
(f) Purchaser is not acting as a fiduciary or financial, investment or commodity trading advisor for the other any Seller Party and Purchaser has not given the other to any Seller Party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 1 contract
Sources: Master Repurchase Agreement (Franklin BSP Real Estate Debt BDC)
No Reliance. Each Party 150 BUSINESS.32732337.7 Seller hereby acknowledges, represents and warrants to the other Party Purchaser that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each Transaction:Transaction thereunder: 151 BUSINESS.32732337.7
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other PartyPurchaser, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other PartyPurchaser;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Purchaser and any Seller Party; and
(f) Purchaser is not acting as a fiduciary or financial, investment or commodity trading advisor for the other any Seller Party and Purchaser has not given the other to any Seller Party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 1 contract
Sources: Master Repurchase Agreement (Franklin BSP Real Estate Debt, Inc.)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction:
(a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the CHAR1\1716309v16 merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Cim Real Estate Finance Trust, Inc.)
No Reliance. Each Party Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) 23.1 It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;.
(b) 23.2 It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Party;party.
(c) 23.3 It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) 23.4 It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;; and
(e) 23.5 It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 1 contract
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in In connection with the negotiation of, the entering into, and performance underthe confirming of the execution of this Agreement, the Repurchase Documents any Credit Support Document to which it is a party, and each Transaction:
: (ai) It it is acting as principal (and not as agent or in any other capacity, fiduciary or otherwise); (ii) the other party is not acting as a fiduciary or financial or investment advisor for it; (iii) it is not relying (for purposes of making upon any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, party other than the representations expressly set forth in this Agreement and in such Credit Support Document; (iv) the Repurchase Documents;
other party has not given to it (bdirectly or indirectly through any other person) It any advice, counsel, assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this Agreement, such Credit Support Document, or such Transaction; (v) it has consulted with its own legal, regulatory, tax, business, investment, financial financial, and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging hedging, and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary necessary, and not on upon any view expressed by the other Party;
party; (cvi) It all trading decisions have been the result of arm's length negotiations between the parties; and (vii) it is a sophisticated entering into this Agreement, such Credit Support Document, and informed Person that has such Transaction with a full understanding of all of the terms, conditions risks hereof and risks thereof (economic and otherwise) of the Repurchase Documents ), and each Transaction and it is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.
Appears in 1 contract
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction:
(a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;
(c) ; It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each 1751106839.6 Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(dc) It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(ed) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(fe) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Franklin BSP Real Estate Debt, Inc.)
No Reliance. Each Party of Seller and Purchaser hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Purchaser and any Seller Party pursuant to any Transaction Document; and
(f) it is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given to the other Party party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 1 contract
Sources: Master Repurchase Agreement (TPG RE Finance Trust, Inc.)
No Reliance. Each Party Seller Counterparty hereby acknowledges, represents and warrants to the other Party Purchaser that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other PartyPurchaser, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other PartyPurchaser;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Purchaser and any Seller Party; and
(f) Purchaser is not acting as a fiduciary or financial, investment or commodity trading advisor for the other any Seller Party and Purchaser has not given the other to any Seller Party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 1 contract
Sources: Master Repurchase Agreement (Granite Point Mortgage Trust Inc.)
No Reliance. Each Party Seller hereby acknowledges, represents and warrants to the other Party Purchaser that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other PartyPurchaser, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other PartyPurchaser;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;; 153 BUSINESS.31481134.9
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
; 154 BUSINESS.31481134.9 (e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or no joint venture exists or will exist as a result of the Transactions or entering into between Purchaser and performing the Repurchase Documents.any Seller Party; and
Appears in 1 contract
Sources: Master Repurchase Agreement (Franklin BSP Real Estate Debt BDC)
No Reliance. (a) Each Party of Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, this Agreement and the Repurchase Transaction Documents and each TransactionTransaction hereunder and thereunder:
(ai) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(bii) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(ciii) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(div) It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(ev) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any TransactionTransaction thereunder; and
(fvi) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Transaction Documents.
(b) Each determination by Buyer of the Market Value with respect to each Purchased Loan or the communication to Seller of any information pertaining to Market Value under this Agreement shall be subject to the following disclaimers; provided, however, that Buyer hereby agrees that none of the disclaimers contained in this Section 25(b) shall be construed as expanding or modifying the method by which Buyer must determine Market Value as set forth in the definition of Market Value herein:
(i) Buyer has assumed and relied upon, with Seller’s consent and without independent verification, the accuracy and completeness of the information provided by Seller and reviewed by Buyer. Buyer has not made any independent inquiry of any aspect of the New Collateral or Purchased Loans or the underlying collateral. Buyer’s view is based on economic, market and other conditions as in effect on, and the information made available to Buyer as of, the date of any such determination or communication of information, and such view may change at any time without prior notice to Seller.
(ii) Market Value determinations and other information provided to Seller constitute a statement of Buyer’s view of the value of one or more loans or other assets at a particular point in time and neither (A) constitute a bid for a particular trade, (B) indicate a willingness on the part of Buyer or any Affiliate thereof to make such a bid, nor (C) reflect a valuation for substantially similar assets at the same or another point in time, or for the same assets at another point in time.
(iii) Market Value determinations and other information provided to Seller may vary significantly from valuation determinations and other information that may be obtained from other sources.
(iv) Market Value determinations and other information provided to Seller are communicated to Seller solely for its use and may not be relied upon by any other person and may not be disclosed or referred to publicly or to any third party without the prior written consent of Buyer, which consent Buyer may withhold or delay in its sole and absolute discretion.
(v) Buyer makes no representations or warranties with respect to any Market Value determinations or other information provided to Seller. Buyer shall not be liable for any incidental or consequential damages arising out of any inaccuracy in such valuation determinations and other information provided to Seller.
(vi) Market Value determinations and other information provided to Seller in connection therewith are only indicative of the Market Value of the Purchased Loan at the time of such determinations, and may change without notice to Seller prior to, or subsequent to, the transfer by Seller of the Purchased Loan to Buyer on the Purchase Date. No indication is provided as to Buyer’s expectation of the future value of such Purchased Loan or the underlying collateral.
(vii) Initial Market Value determinations and other information provided to Seller in connection therewith are to be used by Seller for the sole purpose of determining whether to proceed in accordance with Section 3 hereof and for no other purpose.
Appears in 1 contract
Sources: Master Repurchase Agreement (Colony Credit Real Estate, Inc.)
No Reliance. (a) Each Party of Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, this Agreement and the Repurchase Transaction Documents and each TransactionTransaction hereunder and thereunder:
(ai) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(bii) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(ciii) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(div) It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;; and
(ev) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; andTransaction thereunder.
(fb) No partnership Each determination by Buyer of the Market Value with respect to each Purchased Loan or joint venture exists the communication to Seller of any information pertaining to Market Value under this Agreement shall be subject to the following disclaimers:
(i) Buyer has assumed and relied upon, with Seller’s consent and without independent verification, the accuracy and completeness of the information provided by Seller and reviewed by Buyer. Buyer has not made any independent inquiry of any aspect of the New Collateral or will exist Purchased Loans or the underlying collateral. Buyer’s view is based on economic, market and other conditions as in effect on, and the information made available to Buyer as of, the date of any such determination or communication of information, and such view may change at any time without prior notice to Seller.
(ii) Market Value determinations and other information provided to Seller constitute a statement of Buyer’s view of the value of one or more loans or other assets at a particular point in time and neither (A) constitute a bid for a particular trade, (B) indicate a willingness on the part of Buyer or any Affiliate thereof to make such a bid, nor (C) reflect a valuation for substantially similar assets at the same or another point in time, or for the same assets at another point in time.
(iii) Market Value determinations and other information provided to Seller may vary significantly from valuation determinations and other information that may be obtained from other sources.
(iv) Market Value determinations and other information provided to Seller are communicated to Seller solely for its use and may not be relied upon by any other person and may not be disclosed or referred to publicly or to any third party without the prior written consent of Buyer, which consent Buyer may withhold or delay in its sole and absolute discretion.
(v) Buyer makes no representations or warranties with respect to any Market Value determinations or other information provided to Seller. Buyer shall not be liable for any incidental or consequential damages arising out of any inaccuracy in such valuation determinations and other information provided to Seller, including as a result of any act of gross negligence or breach of any warranty.
(vi) Market Value determinations and other information provided to Seller in connection therewith are only indicative of the Transactions initial Market Value of the Purchased Loan submitted to Buyer for consideration hereunder, and may change without notice to Seller prior to, or entering into subsequent to, the transfer by Seller of the Purchased Loan to Buyer on the Purchase Date. No indication is provided as to Buyer’s expectation of the future value of such Purchased Loan or the underlying collateral.
(vii) Initial Market Value determinations and performing other information provided to Seller in connection therewith are to be used by Seller for the Repurchase Documentssole purpose of determining whether to proceed in accordance with Section 3 hereof and for no other purpose.
Appears in 1 contract
Sources: Master Repurchase Agreement (LoanCore Realty Trust, Inc.)
No Reliance. Each Party of Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each Transaction:
(aTransaction thereunder) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) ; It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Party;
(c) It party; it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents ; No joint venture exists between Buyer and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It any Seller Party; it is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given to the other Party party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 1 contract
Sources: Master Repurchase Agreement
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction:
(a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.. ARTICLE 17
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Ares Commercial Real Estate Corp)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in In connection with the negotiation ofthis Agreement, entering intoany Credit Support Document to which it is a party, and performance under, the Repurchase Documents and each Transaction:
: (ai) It it is acting as principal; (ii) the other party is not acting as a fiduciary or financial or investment advisor for it; (iii) it is not relying (for purposes of making upon any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, party other than the representations expressly set forth in this Agreement and in such Credit Support Document; (iv) it has not been given by the Repurchase Documents;
other party (bdirectly or indirectly through any other person) It an advice, counsel, assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this Agreement, such Credit Support Document, or such Transaction; (v) it has consulted with its own legal, regulatory, tax, business, investment, financial financial, and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging trading, hedging, and trading other decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment judgement and on upon any advice from such advisors as it has deemed necessary necessary, and not on upon any view expressed by the other Party;
party; (cvi) It its decisions have been the result of arm’s length negotiations between the parties; and (vii) it is a sophisticated entering into this Agreement, such Credit Support Document, and informed Person that has such Transaction with a full understanding of all the terms, conditions risks hereof and risks thereof (economic and otherwise) of the Repurchase Documents ), and each Transaction and it is capable of assuming and willing to assume (financially and otherwise) those risks;. Additional Representations of Party B. Party B hereby further represents and warrants to Party A (which representations will be deemed to be repeated by Party B at all times until the termination of this Agreement) that:
(di) It is entering into a public utility holding company organized under the Repurchase Documents and each Transaction for laws of the purposes State of managing its borrowings Illinois. Neither party B nor any subsidiary company, affiliate or investments or hedging its underlying assets or liabilities and not for purposes associate company of speculation;
(e) It is not acting Party B are subject to registration as a fiduciary or financialholding company under the 1935 Act. In the event that Party B, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership subsidiary company, affiliate or joint venture exists associate company of Party B becomes subject to registration as a holding company under the 1935 Act, Party B shall use its best efforts to prevent the occurrence of an Event of Default or will exist Termination Event as a result of such registration requirement. For purposes of this section, “subsidiary company”, “affiliate” and “associate company” mean the Transactions or entering into and performing definitions of such terms in Section 2 of the Repurchase Documents1935 Act.
Appears in 1 contract
Sources: Master Agreement
No Reliance. Each Party Seller and Purchaser hereby acknowledges, represents and warrants (as to itself) to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) No joint venture exists between Purchaser and any Seller Party; and
(f) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given the other Party party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 1 contract
Sources: Master Repurchase Agreement (Starwood Property Trust, Inc.)
No Reliance. Each Party Seller and Purchaser each hereby acknowledges, represents and warrants to the other Party party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Purchaser and any Seller Party; and
(f) it is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given to the other Party party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, 4895-1210-4939v.10 regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 1 contract
Sources: Master Repurchase Agreement (Principal Credit Real Estate Income Trust)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in In connection with the negotiation of, of and entering into, and performance under, the Repurchase Documents into this Master Agreement and each Transaction:
, (ai) It Party B acknowledges that Party A is not acting as a fiduciary or a financial or investment advisor for it; (ii) Party B is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Party, Party A hereto other than the representations expressly set forth in this Master Agreement and in any Confirmation; (iii) Party A has not given Party B any advice or counsel as to the Repurchase Documents;
expected or projected success, return, performance, result, consequence or benefit (beither legal, regulatory, tax, financial, accounting, or otherwise) It of this Master Agreement or any Transactions thereunder; (iv) Party B has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, necessary and it has made its own investment, hedging hedging, and trading decisions (including decisions regarding the suitability of any TransactionTransaction pursuant to this Master Agreement) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Party;
party hereto; (cv) It Party B has determined that the rates, prices, or amounts and other terms of each Transaction in the indicative quotations (if any) provided by Party A hereto reflect those in the relevant market for similar Transactions, and all trading decisions have been the result of arm’s length negotiations between the parties; (vi) Party B is a sophisticated entering into this Master Agreement and informed Person that has each Transaction with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise) of the Repurchase Documents ), and each Transaction and Party B is capable of assuming and willing to assume (financially and otherwise) those risks;
; and (dvii) It Party B is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documentssophisticated investor.
Appears in 1 contract
Sources: Interest Rate Master Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
No Reliance. Each Party of Buyer and Seller hereby acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Partyparty to the Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Partyparty;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;; 4866-0343-1908v.212
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Buyer and any Seller Party; and
(f) it is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party party and has not given to the other Party party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 1 contract
Sources: Master Repurchase Agreement (BrightSpire Capital, Inc.)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each the Transaction:
(a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any the Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each the Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents and each the Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets Asset or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any the Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions Transaction or entering into and performing the Repurchase Documents.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
No Reliance. Each Party Seller hereby acknowledges, represents and warrants to the other Party Buyer that, in connection with the negotiation of, the entering into, and the performance under, the Repurchase Transaction Documents and each TransactionTransaction thereunder:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other PartyBuyer, other than the representations expressly set forth in the Repurchase Transaction Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other PartyB▇▇▇▇;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Transaction Documents and each Transaction thereunder and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Transaction Documents and each Transaction thereunder for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It no joint venture exists between Buyer and any Seller Party; and
(f) Buyer is not acting as a fiduciary or financial, investment or commodity trading advisor for the other any Seller Party and Buyer has not given the other to any Seller Party (directly or indirectly through any other Person) any assurance, guaranty guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Transaction Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase DocumentsTransaction thereunder.
Appears in 1 contract
Sources: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in 174 USActive 61107184.9 connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction:: 175
(a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Franklin BSP Real Estate Debt BDC)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction:
(a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each 102 Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.. 103
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Claros Mortgage Trust, Inc.)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction:
(a) It it is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;
(b) It it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;
(c) It it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It it is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It it is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No no partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rithm Perpetual Life Residential Trust)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in In connection with the negotiation of, the entering into, and performance underthe confirming of the execution of this Agreement, the Repurchase Documents any Credit Support Document to which it is party, each Transaction and each Transaction:
any other documentation relating to this Agreement that it is required by this Agreement to deliver: (a) It the other party hereto or thereto is not acting as a fiduciary or financial, investment or commodity trading advisor for it; (b) it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Party, party hereto or thereto other than the representations expressly set forth in this Agreement, in such Credit Support Document, or in any Confirmation; (c) the Repurchase Documents;
other party hereto or thereto has not given to it (bdirectly or indirectly through any other person) It any assurance or guaranty whatsoever as to the merits (either legal, regulatory, tax, financial, accounting or otherwise) of this Agreement, such Credit Support Document, such Transaction or such other documentation; (d) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including including, without limitation, decisions regarding the suitability of any TransactionTransaction pursuant to this Agreement) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Party;
party hereto or thereto; (ce) It it is a sophisticated entering into this Agreement, such Credit Support Document, such Transaction and informed Person that has such other documentation with a full understanding of all the terms, conditions and risks risk (economic and otherwise) of the Repurchase Documents ), and each Transaction and it is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents ; and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as it is a result of the Transactions or entering into and performing the Repurchase Documentssophisticated investor.
Appears in 1 contract
Sources: Risk Disclosure Agreement
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction:
(a) a. It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;
(b) a. It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;
(c) a. It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) a. It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) a. It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) a. No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction:
(a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each 1751106839.6 Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Franklin BSP Real Estate Debt, Inc.)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Repurchase Documents and each Transaction:
(a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Repurchase Documents;
(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;
(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and each Transaction and is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership or joint venture exists or will exist as a result of the Transactions or entering into and performing the Repurchase Documents.. 114
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Claros Mortgage Trust, Inc.)
No Reliance. Each Party acknowledges, represents and warrants to the other Party that, in In connection with the negotiation of, the entering into, and performance underthe confirming of the execution of this Agreement, the Repurchase Documents any Credit Support Document to which it is party, each Transaction and each Transaction:
any other documentation relating to this Agreement that it is required by this Agreement to deliver: (a) It the other party hereto or thereto is not acting as a fiduciary or financial, investment or commodity trading advisor for it; (b) it is not relying (for purposes of making any investment decision or otherwise) on upon any advice, counsel or representations (whether written or oral) of the other Party, party hereto or thereto other than the representations expressly set forth in this Agreement, in such Credit Support Document, or in any Confirmation; (c) the Repurchase Documents;
other party hereto or thereto has not given to it (bdirectly or indirectly through any other person) It any assurance or guaranty whatsoever as to the merits (either legal, regulatory, tax, financial, accounting or otherwise) of this Agreement, such Credit Support Document, such Transaction or such other documentation; (d) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including including, without limitation, decisions regarding the suitability of any TransactionTransaction pursuant to this Agreement) based on upon its own judgment and on upon any advice from such advisors as it has deemed necessary and not on upon any view expressed by the other Party;
party hereto or thereto; (ce) It it is a sophisticated entering into this Agreement, such Credit Support Document, such Transaction and informed Person that has such other documentation with a full understanding of all the terms, conditions and risks risk (economic and otherwise) of the Repurchase Documents ), and each Transaction and it is capable of assuming and willing to assume (financially and otherwise) those risks;
(d) It is entering into the Repurchase Documents ; and each Transaction for the purposes of managing its borrowings or investments or hedging its underlying assets or liabilities and not for purposes of speculation;
(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Repurchase Documents or any Transaction; and
(f) No partnership it is a sophisticated investor. Default Rate to and including the date of payment to Exchange or joint venture exists or the Contracting Party, as the case may be, of all such amounts. Interest will exist as a result be payable only on the amount of the Transactions or entering into and performing the Repurchase Documentsany Invoice remaining unpaid from time to time.
Appears in 1 contract
Sources: Deposit Agreement