Common use of Representation and Warranty Breach Clause in Contracts

Representation and Warranty Breach. Any representation, warranty or certification made or deemed made herein or in any other Program Document by a Seller Party or any certificate furnished to Buyer pursuant to the provisions hereof or thereof or any information with respect to the Purchased Assets or Mezzanine Subsidiary Assets furnished in writing by on behalf of Seller Party shall prove to have been untrue or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in Schedule 1, which shall be considered solely for the purpose of determining the Market Value of the Purchased Assets or Mezzanine Subsidiary Assets, as applicable; unless (i) any Seller or Mezzanine Subsidiary shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made; or (ii) any such representations and warranties have been determined by Buyer in its good faith discretion to be materially false or misleading on a regular basis); or

Representation and Warranty Breach. Any representation, warranty or certification made or deemed made herein or in any other Program Facility Document by a any Seller Party or the Guarantor or any certificate furnished to the Buyer pursuant to the provisions hereof or thereof or any information with respect to the Purchased Assets or Mezzanine Subsidiary Assets Mortgage Loans furnished in writing by on behalf of any Seller Party or the Guarantor shall prove to have been untrue or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in Schedule 1, which shall be considered solely for the purpose of determining the Market Value of the Purchased Assets or Mezzanine Subsidiary AssetsMortgage Loans, as applicable; unless (i) any such Seller or Mezzanine Subsidiary the Guarantor shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made; or (ii) any such representations and warranties have been determined in good faith by the Buyer in its good faith sole discretion to be materially false or misleading on a regular basis); or

Representation and Warranty Breach. Any representation, warranty or certification made or deemed made herein or in any other Program Facility Document by a any Seller Party or Guarantor or any certificate furnished to the Buyer pursuant to the provisions hereof or thereof or any information with respect to the Purchased Assets or Mezzanine Subsidiary Assets Mortgage Loans furnished in writing by on behalf of any Seller Party or Guarantor shall prove to have been untrue or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in Schedule 1, which shall be considered solely for the purpose of determining the Market Value of the Purchased Assets or Mezzanine Subsidiary AssetsMortgage Loans, as applicable; unless (i) any such Seller or Mezzanine Subsidiary Guarantor shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made; or (ii) any such representations and warranties have been determined in good faith by the Buyer in its good faith sole discretion to be materially false or misleading on a regular basis); or

Representation and Warranty Breach. Any representation, warranty or certification made or deemed made herein or in any other Program Facility Document by a Seller Party or Guarantor or any certificate furnished to Buyer pursuant to the provisions hereof or thereof or any information with respect to the Purchased Assets or Mezzanine Subsidiary Assets Transaction Mortgage Loans furnished in writing by on behalf of Seller Party and Guarantor shall prove to have been untrue or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in Schedule 1, which shall be considered solely for the purpose of determining the Market Asset Value of the Purchased Assets or Mezzanine Subsidiary Assets, as applicableParticipation Certificates; unless (i) any Seller or Mezzanine Subsidiary Guarantor shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made; or (ii) any such representations and warranties have been determined in good faith by Buyer in its good faith sole discretion to be materially false or misleading on a regular basis); or