Common use of Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File Clause in Contracts

Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File. Each Purchased Loan sold to Buyer in a Transaction hereunder, as of the applicable Purchase Date for such Purchased Loan, conforms in all material respects to the applicable representations and warranties set forth in Exhibit V attached hereto, except as has been disclosed to Buyer in an Exception Report delivered to Buyer prior to the Purchase Date with respect to the related Purchased Loan. It is understood and agreed that the representations and warranties set forth in Exhibit V hereto (as modified by any Exception Report disclosed to Buyer in writing prior to the Purchase Date with respect to the related Purchased Loan), shall survive delivery of the respective Purchased Loan File to Buyer or its designee (including the Custodian). With respect to each Purchased Loan, the Note, the Security Instrument (if any), the Assignment of Security Instrument (if any) and any other documents required to be delivered under this Agreement and the Custodial Agreement for such Purchased Loan have been delivered (or with respect to Table Funded Purchased Loans shall be delivered in accordance with Section 7(b)) to Buyer or the Custodian on its behalf or such requirement will have been expressly waived in writing by Buyer. Seller or its designee is in possession of a complete, true and accurate Purchased Loan File with respect to each Purchased Loan, except for such documents the originals of which have been delivered to the Custodian.

Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File. Each Seller represents and warrants to Buyer that each Purchased Loan sold to Buyer hereunder and each pool of Purchased Loans sold in a Transaction hereunder, as of the applicable Purchase Date for such Purchased Loan, the Transaction in question conforms in all material respects to the applicable representations and warranties set forth in Exhibit V attached hereto, except as has shall have been disclosed to Buyer in an Exception Report delivered to Buyer writing prior to the Purchase Date Buyer’s issuance of a Confirmation with respect to the related Purchased Loan. It is understood and agreed that the representations and warranties set forth in Exhibit V hereto (as modified by any Exception Report disclosed to Buyer in writing prior to the Purchase Date with respect to the related Purchased Loan)hereto, if any, shall survive delivery of the respective Purchased Loan File to Buyer or its designee (including the Custodian). With respect to each Purchased Loan, the Mortgage Note or Mezzanine Note, the Security Instrument Mortgage (if any), the Assignment of Security Instrument Mortgage (if any) and any other documents required to be delivered under this the Agreement and the Custodial Agreement for such Purchased Loan have been delivered (or with respect to Table Funded Purchased Loans shall be delivered in accordance with Section 7(b)) to Buyer or the Custodian on its behalf or such requirement will have been expressly waived in writing by Buyer. Seller or its designee is in possession of a complete, true and accurate Purchased Loan File with respect to each Purchased Loan, except for such documents the originals of which have been delivered to the Custodian.

Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File. Each Seller represents and warrants to Buyer that each Purchased Loan sold to Buyer hereunder and each pool of Purchased Loans sold in a Transaction hereunder, as of the applicable Purchase Date for such Purchased Loan, the Transaction in question conforms in all material respects to the applicable representations and warranties set forth in Exhibit V attached hereto, except as has shall have been disclosed to Buyer in an Exception Report delivered to Buyer writing prior to the Purchase Date Buyer's issuance of a Confirmation with respect to the related Purchased Loan. It is understood and agreed that the representations and warranties set forth in Exhibit V hereto (as modified by any Exception Report disclosed to Buyer in writing prior to the Purchase Date with respect to the related Purchased Loan)hereto, if any, shall survive delivery of the respective Purchased Loan File to Buyer or its designee (including the Custodian). With respect to each Purchased Loan, the Mortgage Note or Mezzanine Note, the Security Instrument Mortgage (if any), the Assignment of Security Instrument Mortgage (if any) and any other documents required to be delivered under this the Agreement and the Custodial Agreement for such Purchased Loan have been delivered (or with respect to Table Funded Purchased Loans shall be delivered in accordance with Section 7(b)) to Buyer or the Custodian on its behalf or such requirement will have been expressly waived in writing by Buyer. Seller or its designee is in possession of a complete, true and accurate Purchased Loan File with respect to each Purchased Loan, except for such documents the originals of which have been delivered to the Custodian.

Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File. Each Seller represents and warrants to the Buyer that each Purchased Loan sold to Buyer hereunder and each pool of Purchased Loans sold in a Transaction hereunder, as of the applicable each Purchase Date for such Purchased Loan, conforms in all material respects a Transaction conform to the applicable representations and warranties set forth in Exhibit V VI attached hereto, except as has been disclosed to the Buyer in an Exception Report delivered to Buyer prior to the Purchase Date with respect to the related Purchased Loanwriting. It is understood and agreed that the representations and warranties set forth in Exhibit V hereto (as modified by any Exception Report disclosed to Buyer in writing prior to the Purchase Date with respect to the related Purchased Loan)VI hereto, if any, shall survive delivery of the respective Purchased Loan File to Buyer or its designee (including the Custodian) to the extent permitted by applicable law. Except to the extent provided in Section 7(e). With , with respect to each Purchased Loan, the Mortgage Note, the Security Instrument Mortgage (if any), the Assignment of Security Instrument Mortgage (if any) and any other documents required to be delivered under this Agreement and the Custodial Agreement for such Purchased Loan have been delivered (or with respect to Table Funded Purchased Loans shall be delivered in accordance with Section 7(b)) to the Buyer or the Custodian on its behalf or such requirement will have been expressly waived behalf. Except to the extent provided in writing by Buyer. Section 7(e), Seller or its designee is in possession of a complete, true and accurate Purchased Loan File with respect to each Purchased Loan, except for such documents the originals of which have been delivered to the Custodian.

Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File. Each Purchased Loan sold to Buyer hereunder and each pool of Purchased Loans sold in a Transaction hereunder, as of the applicable Purchase Date for such Purchased Loanthe Transaction in question, (A) conforms in all material respects to the applicable representations and warranties set forth in Exhibit V attached hereto and (B) with the respect to a CDO Purchased Loan, meets the criteria set forth in Exhibit IX hereto, except except, in each case, as has been disclosed to Buyer in an Exception Report delivered to Buyer writing prior to the Purchase Date Buyer’s issuance of a Confirmation with respect to the related Purchased Loan. It is understood and agreed that the representations and warranties set forth in Exhibit V hereto (as modified by any Exception Report disclosed to Buyer in writing prior to the Purchase Date with respect to the related Purchased Loan)hereto, if any, shall survive delivery of the respective Purchased Loan File to Buyer or its designee (including the Custodian). With respect to each Purchased Loan, the Mortgage Note or Mezzanine Note, the Security Instrument Mortgage (if any), the Assignment of Security Instrument Mortgage (if any) and any other documents required to be delivered under this the Agreement and the Custodial Agreement for such Purchased Loan have been delivered (or with respect to Table Funded Purchased Loans shall be delivered in accordance with Section 7(b)) to Buyer or the Custodian on its behalf or such requirement will have been expressly waived in writing by Buyer. Seller or its designee is in possession of a complete, true and accurate Purchased Loan File with respect to each Purchased Loan, except for such documents the originals of which have been delivered to the Custodian.