REPRESENTATIONS AND WARRANTIES RE. INVESTOR BUSINESS AND -------------------------------------------------------- OPERATIONS. Investor hereby represents and warrants as follows: ----------
(A) Investor is organized and, to Investor's knowledge, has conducted its business in accordance with all applicable laws, to the extent applicable, the failure or the violation of which would reasonably be expected to have a material adverse effect on the results of operations of Investor.
(B) There are no actions, suits or proceedings pending and, to Investor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or by others, which would reasonably be expected to either (i) question the validity of this Agreement or the consummation of the transactions contemplated hereby or the issuance of the Investor Preferred Units contemplated hereby, any other agreements contemplated hereby or any actions taken pursuant to any of the foregoing or (ii) result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, management or business prospects of Investor. As of the date hereof, there is no material action or suit against Investor pending or threatened by any Person.
(C) No proceeding or other action has been commenced or undertaken relating to the dissolution or merger of Investor (except in connection with an acquisition of property for Units in which Investor is the surviving party in the merger) and none is presently contemplated.
(D) Investor has duly and timely filed with the appropriate governmental authorities all Tax Returns required to be filed by it for all periods ending on or prior to the Closing Date, except to the extent of any Tax Return for which an extension of time for filing has been properly filed. Each such Tax Return is true and correct in all material respects. All Taxes owed by Investor have been paid (whether or not shown on a Tax Return). All Taxes which Investor is required by law to withhold or collect, including, without limitation, Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, partner, or other third party and sales, gross receipts and use taxes, have been duly withheld or collected and, to the extent required, have been paid over to the proper governmental authorities or are held in separate bank accounts for such purpose. There are no liens for Taxes upon the assets of Investor except for statutory liens fo...
REPRESENTATIONS AND WARRANTIES RE. PURCHASED ASSETS CONSISTING OF MEZZANINE LOANS Seller represents and warrants to Buyer, with respect to each Purchased Asset which is a Mezzanine Loan, that except as specifically disclosed to Buyer in an Approved Representation Exception for such Purchased Asset, as of the related Purchase Date for each such Purchased Asset by Buyer from Seller and as of the date of each Transaction hereunder and at all times while the Repurchase Documents or any Transaction hereunder is in full force and effect the representations set forth on this Schedule 1(c) shall be true and correct in all material respects. For purposes of this Schedule 1(c) and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to a Purchased Asset which is a Mezzanine Loan if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer affects such Purchased Asset or has repurchased such Purchased Asset in accordance with the terms of the Agreement.
REPRESENTATIONS AND WARRANTIES RE. Purchased Assets Consisting of Whole Loans Schedule 1(b) Representations and Warranties Re: Purchased Assets Consisting of B Notes Schedule 1(c) Representations and Warranties Re: Purchased Assets Consisting of Mezzanine Loans Schedule 1(d) Representations and Warranties Re: Purchased Assets Consisting of CMBS Schedule 1(e) Representations and Warranties Re: Purchased Assets Consisting of Floaters Schedule 1(f) Representations and Warranties Re: Purchased Assets Consisting of Letter of Credit Loans Schedule 1(g) Representations and Warranties Re: Purchased Assets Consisting of Construction Loans Schedule 2 Wiring Instructions Schedule 3 Controlled Accounts Schedule 4 [reserved] Schedule 5 Subsidiaries Schedule 6 Asset Pricing Schedule 7 Approved Servicers EXHIBITS Exhibit A Form of Transaction Request Exhibit B Form of Confirmation Exhibit C Forms of Opinion Exhibit D UCC Filing Jurisdictions Exhibit E Form of Margin Deficit Notice Exhibit F Form of Servicer Notice Exhibit G Form of Custodial Agreement Exhibit H Form of Account Control Agreement Exhibit I Form of Release Letter(s) Exhibit J Form of Compliance Certificate Exhibit K Form of Purchased Asset Data Summary Exhibit L Form of Pledge and Security Agreement Exhibit M Form of Intercreditor Agreement Exhibit N Form of Joinder Agreement for SPE Sellers Exhibit O Form of Title Escrow Letter MASTER REPURCHASE AGREEMENT MASTER REPURCHASE AGREEMENT, dated as of September 22, 2004 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this "Agreement"), by and among Wachovia Bank, National Association ("Buyer"), CAPLEASE, LP, a Delaware limited partnership ("Caplease"), and certain special-purpose entity subsidiaries thereof (together with Caplease, collectively, the "Sellers", each, a "Seller") and CAPITAL LEASE FUNDING, INC., a Maryland corporation ("Parent" and "Guarantor").
REPRESENTATIONS AND WARRANTIES RE. MORTGAGE LOANS
REPRESENTATIONS AND WARRANTIES RE. ECIP BUSINESS AND EC/ECA ----------------------------------------------------------- BUILDINGS. The ECIP Partners hereby severally (and not jointly) represent and --------- warrant to Investor except as set forth on any Schedule attached hereto and -------- referred to below and Public Company that:
(A) The execution and delivery of this Agreement and the other documents to be executed by ECIP in connection herewith, and the consummation of the transactions described in this Agreement and such documents do not require, to the knowledge of ECIP, the consent or approval of any governmental authority, nor to ECIP's knowledge does the execution and delivery of this Agreement and the other documents to be executed by ECIP in connection herewith violate, in any way material to the transactions described herein, any contract or agreement to which ECIP is a party or (to the knowledge of ECIP) any governmental or judicial order, judgment, decree, statute, law, rule or regulation applicable to ECIP, any EC/ECA Venture or any of the EC/ECA Buildings and this Agreement and all documents to be executed by ECIP in connection with the transactions described herein constitute the legal, valid and binding obligations of ECIP. The Property (consisting of the partnership interests in ECIP of all of the ECIP Partners) constitutes all of the outstanding partnership interests in ECIP, and ECIP has no obligation or commitment of any kind or nature to issue any additional partnership interests.
(B) ECIP has full and, except for the Transaction Documents and the Existing Mortgages, unencumbered title to the interests in the EC/ECA Ventures as indicated in the EC/ECA Venture Partnership Agreements as in effect on the date of the Transaction Agreement and has no other assets other than the ECIP Lease and related subleases annexed as Exhibit H and the "Embarcadero Center" trademark; ECIP has no liabilities other than those incident to or arising out of or in connection with the EC/ECA Ventures, the EC/ECA Buildings, the Transaction Documents and the Existing Mortgages.
(C) To ECIP's knowledge, neither ECIP nor any EC/ECA Venture is a party to, or bound by, any unexpired, undischarged or unsatisfied contract, agreement, indenture, mortgage (other than the Existing Mortgages), debenture, note or other instrument under the terms of which performance by ECIP or the ECIP Partners in accordance with the terms and provisions of this Agreement will be a default or an event of acceleration, o...
REPRESENTATIONS AND WARRANTIES RE. States In Which Borrower Does ---------------------------------------------------------------- Business Or Owns Assets. The following states are the only states in which ----------------------- Borrower is or shall be doing business or owns or will own assets immediately subsequent to the closing of the Purchase: (a) California; (b) Utah; (c) Washington; (d) Oregon; (e) Colorado; (f) Texas; (g)
REPRESENTATIONS AND WARRANTIES RE. PURCHASED SECURITY CONSISTING OF HOME EQUITY ABS
REPRESENTATIONS AND WARRANTIES RE. THE LASERMEDIA SHAREHOLDERS
REPRESENTATIONS AND WARRANTIES RE. THE SELLER AND SCL . . . . . . . . . . . . . . . . . . . . 8 Section 4.1. Organization of the Seller and SCL . . . . . . . . . . . . 8 Section 4.2. Authorization and Validity of Agreement. . . . . . . . . . 8 Section 4.3. No Conflict with Other Agreements or Laws. . . . . . . . . 8 Section 4.4.
REPRESENTATIONS AND WARRANTIES RE. PURCHASED ASSETS CONSISTING OF PARTICIPATION INTERESTS Seller represents and warrants to Buyer, with respect to each Purchased Asset which is a Participation Interest, that as of the Purchase Date and at all times while the Program Documents and the related Transaction hereunder is in full force and effect, except as set forth on the Schedule of Exceptions, the following are true and correct. With respect to those representations and warranties which are made to the knowledge of any Seller Party or to the best of any Seller Party’s knowledge or if there is any limitation as to the scope any representation by a knowledge qualifier, if it is discovered by Seller or Buyer that the substance of such representation and warranty is inaccurate, notwithstanding the lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty.
