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. Seller represents and warrants to Buyer that each Purchased Loan sold hereunder and each pool of Purchased Loans sold in a Transaction hereunder, as of each Purchase Date for a Transaction conform to the applicable representations and warranties set forth in Exhibit VI or Exhibit VII attached hereto, except as disclosed to Buyer in writing prior to the related Purchase Date for the Transaction in which such Purchased Loan is purchased by Buyer; provided, however, that Seller does not make the representations and warranties set forth in Exhibit VI or Exhibit VII with respect to any Purchased Loan originated by Buyer or any of its Affiliates. It is understood and agreed that the representations and warranties set forth in Exhibit VI or Exhibit VII 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 Mortgage (if any), the Assignment of 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 to Buyer or the Custodian on its behalf. 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. Any provision hereof to the contrary notwithstanding, Buyer’s remedy for a breach of this representation and warranty with respect to any Purchased Loan shall be to xxxx such Purchased Loan to market; provided, however, that in the event that a breach of this representation and warranty causes a breach of some other covenant of Seller hereunder (such as to maintain adequate margin), then Buyer shall be entitled to exercise all rights and remedies granted to it hereunder.

Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File. Seller represents and warrants to Buyer that each Each Purchased Loan sold hereunder and each pool of Purchased Loans sold in a Transaction hereunder, as of each the applicable Purchase Date for a the Transaction conform in question, conforms in all material respects to the applicable representations and warranties set forth in Exhibit VI or Exhibit VII V attached hereto, except as has been disclosed to Buyer in writing an Exception Report prior to Buyer’s issuance of a Confirmation with respect to the related Purchase Date for the Transaction in which such Purchased Loan is purchased by Buyer; provided, however, that Seller does not make the representations and warranties set forth in Exhibit VI or Exhibit VII with respect to any Purchased Loan originated by Buyer or any of its AffiliatesLoan. It is understood and agreed that the representations and warranties set forth in Exhibit VI or Exhibit VII hereto, if anyV hereto (as modified by any Exception Report disclosed to Buyer in writing prior to Buyer’s issuance of a Confirmation 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 Mortgage Note or Mezzanine Note, the Mortgage (if any), the Assignment of 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 Buyer or the Custodian on its behalfbehalf 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. Any provision hereof Custodian and except as disclosed to the contrary notwithstanding, Buyer in an Exception Report prior to Buyer’s remedy for issuance of a breach of this representation and warranty Confirmation with respect to any the related Purchased Loan shall be to xxxx such Purchased Loan to market; provided, however, that in the event that a breach of this representation and warranty causes a breach of some other covenant of Seller hereunder (such as to maintain adequate margin), then Buyer shall be entitled to exercise all rights and remedies granted to it hereunderLoan.

Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File. Seller represents and warrants to Buyer that each Each Purchased Loan sold hereunder and each pool of Purchased Loans sold in a Transaction hereunder, as of each the applicable Purchase Date for a the Transaction conform in question, (A) conforms to the applicable representations and warranties set forth in Exhibit VI or V attached hereto and (B) with the respect to a CDO Purchased Loan, meets the criteria set forth in Exhibit VII attached IX hereto, except except, in each case, as has been disclosed to Buyer in writing prior to the related Purchase Date for the Transaction in which such Purchased Loan is purchased by Buyer; provided, however, that Seller does not make the representations and warranties set forth in Exhibit VI or Exhibit VII ’s issuance of a Confirmation with respect to any the related Purchased Loan originated by Buyer or any of its AffiliatesLoan. It is understood and agreed that the representations and warranties set forth in Exhibit VI or Exhibit VII V 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 Mortgage (if any), the Assignment of 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 behalfbehalf 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. Any provision hereof to the contrary notwithstanding, Buyer’s remedy for a breach of this representation and warranty with respect to any Purchased Loan shall be to xxxx such Purchased Loan to market; provided, however, that in the event that a breach of this representation and warranty causes a breach of some other covenant of Seller hereunder (such as to maintain adequate margin), then Buyer shall be entitled to exercise all rights and remedies granted to it hereunder.

Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File. Seller represents and warrants to Buyer that each Purchased Loan sold hereunder and each pool of Purchased Loans sold in a Transaction hereunder, as of each Purchase Date for a Transaction conform to the applicable representations and warranties set forth in Exhibit VI or Exhibit VII attached hereto, except as disclosed to Buyer in writing prior to the related Purchase Date for the Transaction in which such Purchased Loan is purchased by Buyer; provided, however, that Seller does not make the representations and warranties set forth in Exhibit VI or Exhibit VII with respect to any Purchased Loan originated by Buyer or any of its Affiliates. It is understood and agreed that the representations and warranties set forth in Exhibit VI or Exhibit VII 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 Mortgage (if any), the Assignment of 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 to Buyer or the Custodian on its behalf. 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. Any provision hereof to the contrary notwithstanding, Buyer’s 's remedy for a breach of this representation and warranty with respect to any Purchased Loan shall be to xxxx such Purchased Loan to market; provided, however, that in the event that a breach of this representation and warranty causes a breach of some other covenant of Seller hereunder (such as to maintain adequate margin), then Buyer shall be entitled to exercise all rights and remedies granted to it hereunder.

Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File. Seller represents and warrants to Buyer that each Each Purchased Loan sold hereunder and each pool of Purchased Loans sold in a Transaction hereunder, as of each the applicable Purchase Date for a the Transaction conform in question, is an Eligible Loan and conforms to the applicable representations and warranties set forth in Exhibit VI or Exhibit VII V attached hereto, except as has been disclosed to Buyer in writing an Exception Report prior to Buyer’s issuance of a Confirmation with respect to the related Purchase Date for the Transaction in which such Purchased Loan is purchased by Buyer; provided, however, that Seller does not make the representations and warranties set forth in Exhibit VI or Exhibit VII with respect otherwise from time to any time. Each Purchased Loan has been either (x) originated directly by Seller or (y) originated by Buyer or any of its Affiliatesa third party unaffiliated with Seller and sold to Seller in a secondary market transaction for fair market value in a transaction on arm’s length terms. It is understood and agreed that the representations and warranties set forth in Exhibit VI or Exhibit VII hereto, if anyV hereto (as modified by any Exception Report disclosed to Buyer in writing prior to Buyer’s issuance of a Confirmation with respect to the related Purchased Loan and otherwise from time to time), 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, Mezzanine Note or Mezzanine NoteParticipation Certificate, as applicable, the Mortgage (if any), the Assignment of 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 Buyer or the Custodian on its behalfbehalf 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. Any provision hereof to the contrary notwithstanding, Buyer’s remedy for a breach of this representation and warranty with respect to any Purchased Loan shall be to xxxx such Purchased Loan to market; provided, however, that in the event that a breach of this representation and warranty causes a breach of some other covenant of Seller hereunder (such as to maintain adequate margin), then Buyer shall be entitled to exercise all rights and remedies granted to it hereunder.