Representations of Party B. As an inducement to Party A for entering into this Agreement and each Transaction hereunder, Party B represents that for the purposes of the Pooling and Servicing Agreement:
(i) Party A is a “Hedge Counterparty”;
(ii) each Transaction entered into between Party A and Party B hereunder is a “Hedge Agreement”.
Representations of Party B. 6.1 Party B is the owner of the equity.
6.2 Party B has not created any other security interest or third-party interests on the Pledged Equity except the pledge under this Agreement.
Representations of Party B. 1. Party B acknowledges and complies with the Amended Articles of Association of Party C;
2. Party B ensures to pay the purchase price in terms of the payment deadline and method stipulated in Section II. 3. Party B promises to take responsibities stipulated in Section I Article 3.
Representations of Party B. Party B, on behalf of itself and each other Transaction Party (except as otherwise set forth below), represents and warrants to Party A (which representations will be deemed to be repeated by each such Transaction Party on each day of the Intermediation Term):
Representations of Party B. (1) Payer Tax Representation. For the purpose of Section 3(e) of this Agreement, Party B hereby makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Sections 2(e), 6(d)(ii) and 6(e) of this Agreement) to be made by it to Party A under this Agreement. In making this representation, it may rely on:
(i) the accuracy of any representation made by Party A pursuant to Section 3(f) of this Agreement;
(ii) the satisfaction of the agreement of Party A contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by Party A pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and
(iii) the satisfaction of the agreement of Party A contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where -------- reliance is placed on clause (ii) and Party A does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.
Representations of Party B. 2.1 Party B has all requisite legal capacity to execute, deliver and perform this Agreement and the transactions hereby contemplated.
2.2 Each of the representations and warranties made by Party B in the Agreement remain true and correct as if they were made as of the date hereof.
Representations of Party B. 1. Party B shall have legitimate rights to enter into this Agreement in connection with the transfer of Properties.
2. Any unsettled matter under this Agreement shall be resolved pursuant to relevant laws and regulations and consultation between the parties.
3. Party B shall complete payment according to this Agreement.
Representations of Party B. As an inducement to Party A for entering into this Agreement and each Transaction hereunder, Party B represents that for the purposes of the Pooling and Servicing Agreement: Party A is a "Hedge Counterparty"; each Transaction entered into between Party A and Party B hereunder is a "Hedge Agreement". Not Acting in Individual Capacity. Deutsche Bank National Trust Company is signing this Agreement solely in its capacity as Trustee to Party B and in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement and not in its individual capacity. It is expressly understood and agreed by the parties hereto that (i) each of the representations, undertakings and agreements herein stated to be those of Party B is made and intended for the purpose of binding only Party B, (ii) nothing herein contained shall be construed as creating any liability for Deutsche Bank National Trust Company, individually or personally, to perform any covenant (either express or implied) contained herein stated to be those of Party B, and all such liability, if any, is hereby expressly waived by the parties hereto, and such waiver shall bind any third party making a claim by or through one of the parties hereto, and (iii) under no circumstances shall Deutsche Bank National Trust Company be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Party B under this Agreement. All persons having any claim against the Trustee reason of the Transactions contemplated by this Agreement shall look only to the assets of NovaStar Mortgage Supplemental Interest Trust, Series 2007-1, (subject to the availability of funds therefor in accordance with the Flow of Funds as set forth in Article IV of the Pooling and Servicing Agreement) for payment or satisfaction thereof.
Representations of Party B. Party B represents and warrants to Party A that it is duly authorized by the relevant Chinese and Hong Kong governmental entities to engage in the foreign and domestic trade of frozen concentrated fruit juice products and fresh citrus fruits, including but not limited to acting as import agent for the importation and customs clearance of the Products, invoicing and collecting payments from certain China-based customers of Party A and making US Dollar denominated electronic remittance to Party A as provided for under this Contract. Party B further represents and warrants to Party A that it is staffed and equipped to handle the importation and customs clearance of the Products throughout China and Hong Kong, including but not limited to the ports of Tianjin, Qingdao, Yantai, Xiamen, Shenzhen through Wenjindu/Yantian and Hong Kong.
Representations of Party B
