Common use of Reaffirmation of Representations and Warranties under Original Purchase and Sale Agreement Clause in Contracts

Reaffirmation of Representations and Warranties under Original Purchase and Sale Agreement. The Seller hereby reaffirms each representation and warranty made pursuant to Section 4.2 of the Original Purchase and Sale Agreement and represents and warrants that each such representation and warranty was, as of its date, true and correct in all material respects. The Seller further represents and warrants that each condition precedent necessary to be satisfied for the transfer of Loan Assets pursuant to the Original Purchase and Sale Agreement were satisfied in all material respects as of the Purchase Date for each such Loan Asset. For the avoidance of doubt, the Seller hereby agrees that any breach of any representation or warranty under Section 4.2 of the Original Purchase and Sale Agreement prior to the Restatement Date shall be treated as a breach of a representation or warranty under this Section 4.2, including, without limitation, for purposes of the Seller’s obligation to repurchase Loan Assets in the event of a Seller Purchase Event pursuant to Section 6.1. It is understood and agreed that the representations and warranties provided in this Section 4.2 shall survive (x) the Sale of the Sale Portfolio to the Purchaser, (y) any subsequent transfer of the Sale Portfolio by the Purchaser (including a transfer under the Second Tier Purchase and Sale Agreement and grant of a first priority perfected security interest in, to and under the Sale Portfolio pursuant to the Loan and Servicing Agreement by the Borrower) and (z) the termination of this Agreement, the Second Tier Purchase and Sale Agreement and the Loan and Servicing Agreement. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other and to the Agent immediately upon obtaining knowledge of such breach.

Reaffirmation of Representations and Warranties under Original Purchase and Sale Agreement. The Seller hereby reaffirms each representation and warranty made pursuant to Section 4.2 of the Original Purchase and Sale Agreement and represents and warrants that each such representation and warranty was, as of its date, true and correct in all material respects. The Seller further represents respects and warrants that each condition precedent necessary that, immediately prior to be satisfied for the transfer this amendment and restatement of Loan Assets pursuant to this Agreement, there existed no breach of any covenant or agreement under the Original Purchase and Sale Agreement were satisfied in all material respects as of the Purchase Date for each such Loan AssetAgreement. For the avoidance of doubt, the Seller hereby agrees that any breach of any representation such representation, warranty, covenant or warranty agreement under Section 4.2 of the Original Purchase and Sale Agreement prior to the Restatement Date shall be treated as a breach of a representation or warranty under this Section 4.2, including, without limitation, for purposes of the Seller’s obligation to repurchase Loan Assets in the event of a Seller Purchase Event pursuant to Section 6.14.1. It is understood and agreed that the representations and warranties provided in this Section 4.2 4.1 shall survive (x) the Sale of the Sale Portfolio to the Purchaser, Purchaser and (y) any subsequent transfer of the Sale Portfolio by the Purchaser (including a transfer under the Second Tier Purchase and Sale Agreement and grant of a first priority perfected security interest in, to and under the Sale Portfolio pursuant to the Loan and Servicing Agreement by the Borrower) and (z) the termination of this Agreement, the Second Tier Purchase and Sale Agreement and the Loan and Servicing Agreement). Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other and to the Agent immediately upon obtaining knowledge of such breach.

Reaffirmation of Representations and Warranties under Original Purchase and Sale Agreement. The Seller hereby reaffirms each representation and warranty made pursuant to Section 4.2 of the Original Purchase and Sale Agreement and represents and warrants that each such representation and warranty was, as of its date, true and correct in all material respects. The Seller further represents and warrants that each condition precedent necessary to be satisfied for the transfer of Loan Assets pursuant to the Original Purchase and Sale Agreement were satisfied in all material respects as of the Purchase Date for each such Loan Asset. For the avoidance of doubt, the Seller hereby agrees that any breach of any representation or warranty under Section 4.2 of the Original Purchase and Sale Agreement prior to the Restatement Date shall be treated as a breach of a representation or warranty under this Section 4.2, including, without limitation, for purposes of the Seller’s obligation to repurchase Loan Assets in the event of a Seller Purchase Event pursuant to Section 6.1. It is understood and agreed that the representations and warranties provided in this Section 4.2 shall survive (x) the Sale of the Sale Portfolio to the Purchaser, (y) any subsequent transfer of the Sale Portfolio by the Purchaser (including a transfer under the Second Tier Purchase and Sale Agreement and grant of a first priority perfected security interest in, to and under the Sale Portfolio pursuant to the Loan Amended and Restated Sale and Servicing Agreement by the Borrower) and (z) the termination of this Agreement, the Second Tier Purchase and Sale Agreement and the Loan Amended and Restated Sale and Servicing Agreement. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other and to the Agent immediately upon obtaining knowledge of such breach.

Reaffirmation of Representations and Warranties under Original Purchase and Sale Agreement. The Seller hereby reaffirms each representation and warranty made pursuant to Section 4.2 of the Original Purchase and Sale Agreement and represents and warrants that each such representation and warranty was, as of its date, true and correct in all material respects. The Seller further represents respects and warrants that each condition precedent necessary that, immediately prior to be satisfied for the transfer this amendment and restatement of Loan Assets pursuant to this Agreement, there existed no breach of any covenant or agreement under the Original Purchase and Sale Agreement were satisfied in all material respects as of the Purchase Date for each such Loan AssetAgreement. For the avoidance of doubt, the Seller hereby agrees that any breach of any representation such representation, warranty, covenant or warranty agreement under Section 4.2 of the Original Purchase and Sale Agreement prior to the Restatement Date shall be treated as a breach of a representation or warranty under this Section 4.2, including, without limitation, for purposes of the Seller’s obligation to repurchase Loan Assets in the event of a Seller Purchase Event pursuant to Section 6.14.1. It is understood and agreed that the representations and warranties provided in this Section 4.2 4.1 shall survive (x) the Sale of the Sale Portfolio to the Purchaser, Purchaser and (y) any subsequent transfer of the Sale Portfolio by the Purchaser (including a transfer under the Second Tier Purchase and Sale Agreement and grant of a first priority perfected security interest in, to and under the Sale Portfolio pursuant to the Loan Amended and Restated Sale and Servicing Agreement by the Borrower) and (z) the termination of this Agreement, the Second Tier Purchase and Sale Agreement and the Loan and Servicing Agreement). Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other and to the Agent immediately upon obtaining knowledge of such breach.