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 57 contracts
Sources: Master Repurchase and Securities Contract (BrightSpire Capital, Inc.), Master Repurchase and Securities Contract (Cim Real Estate Finance Trust, Inc.), Master Repurchase and Securities Contract (Blackstone Mortgage 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 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 20 contracts
Sources: Master Repurchase and Securities Contract Agreement (FS Credit Real Estate Income Trust, Inc.), Master Repurchase Agreement (Lument Finance Trust, Inc.), 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 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 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. 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 4 contracts
Sources: Master Repurchase Agreement (BlackRock Monticello Debt Real Estate Investment Trust), Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.), Master Repurchase Agreement (Blackstone Mortgage 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 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. 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. (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 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. 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 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. (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 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 186 USActive 60477385.9 Transaction Documents, other than the representations expressly set forth in the Repurchase Transaction Documents;; 187 USActive 60477385.9
(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 1 contract
Sources: Master Repurchase Agreement (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 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 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.. 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 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 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. (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 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 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 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 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 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 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 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 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 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 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.)