Common use of Representations, Warranties and Agreements of Purchaser Clause in Contracts

Representations, Warranties and Agreements of Purchaser. (a) Purchaser, without conceding that any Mortgage Loans are securities, hereby make the following representations, warranties and agreements, which shall have been deemed to have been made as of the respective Closing Date: (i) Purchaser is acquiring the Mortgage Loans for its own account only and not for any other Person. (ii) Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans. (iii) Purchaser has been furnished with all information regarding the Mortgage Loans which it has requested. (iv) Neither Purchaser nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loan, any interest in any Mortgage Loan or other similar security with, any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that would constitute a distribution of the Mortgage Loans under the Securities Act, or that would render the disposition of any Mortgage Loan a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any Person to act, in such manner with respect to the Mortgage Loans. (b) Purchaser represents and warrants to Seller that as of the date hereof, as of the date of each respective Purchase Price and Terms Letter as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below): (i) Purchaser is duly organized, validly existing and in good standing as a corporation under the laws of the state of New York. Purchaser has full power and authority (corporate and otherwise) to enter into and perform its obligations under the Program Documents. (ii) This Agreement, the Amended and Restated Master Servicing Agreement and the Custodial Agreement each has been duly authorized, executed and delivered by Purchaser, and each constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. (iii) As of the date of respective Purchase Price and Terms Letter and as of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by Purchaser, and the Purchase Price and Terms Letter constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. (iv) Neither the delivery of the related Purchase Price to Seller, nor the purchase of the Mortgage Loans by Purchaser, nor the execution or delivery of the related Program Documents, nor the consummation of any of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the charter or by-laws of Purchaser, or conflict with, result in a breach, violation or acceleration of or constitute a default under a material term of any indenture or other agreement or instrument to which Purchaser is a party or by which Purchaser is bound or any statute, order or regulation or any court, regulatory body, administrative agency, governmental body or arbitrator. (v) There are no actions, proceedings or investigations pending or, to Purchaser's knowledge, threatened against Purchaser that, either in any one instance or in the aggregate, could draw into question the validity of any of the Program Documents or prevent the consummation of any of the Transactions. (vi) No consent, approval, authorization or order of any court, regulatory body, administrative agency, governmental body or arbitrator is required for the execution or delivery by Purchaser of any of the Program documents, the performance by Purchaser of its obligations hereunder or the consummation by Purchaser of any of the Transactions. (vii) Purchaser has not dealt with any broker, investment banker, agent or other person, except Seller, who may be entitled to any commission or compensation in connection with the purchase of the Mortgage Loans.

Representations, Warranties and Agreements of Purchaser. (a) Purchaser, without conceding that any Mortgage Loans are securities, hereby make makes the following representations, warranties and agreements, which shall have been deemed to have been made as of the respective Closing Date: (i) Purchaser is acquiring the Mortgage Loans for its own account only and not for any other Person. (ii) Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans. (iii) Purchaser has been furnished with all information regarding the Mortgage Loans which it has requested. (iv) Neither Purchaser nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loan, any interest in any Mortgage Loan or other similar security with, any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that would constitute a distribution of the Mortgage Loans under the Securities Act of 1933, as amended (the “Securities Act”), or that would render the disposition of any Mortgage Loan a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any Person to act, in such manner with respect to the Mortgage Loans. (b) Purchaser represents and warrants to Seller that as of the date hereof, as of the date of each respective Purchase Price and Terms Letter as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below): (i) Purchaser is duly organized, validly existing and in good standing as a corporation under the laws of the state of New York. Purchaser has full power and authority (corporate and otherwise) to enter into and perform its obligations under the Program Documents. (ii) This Agreement, the Amended and Restated Master Servicing Agreement and the Custodial Agreement each has been duly authorized, executed and delivered by Purchaser, and each constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. (iii) As of the date of respective Purchase Price and Terms Letter and as of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by Purchaser, and the Purchase Price and Terms Letter constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. (iv) Neither the delivery of the related Purchase Price to Seller, nor the purchase of the Mortgage Loans by Purchaser, nor the execution or delivery of the related Program Documents, nor the consummation of any of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the charter or by-laws of Purchaser, or conflict with, result in a breach, violation or acceleration of or constitute a default under a material term of any indenture or other agreement or instrument to which Purchaser is a party or by which Purchaser is bound or any statute, order or regulation or any court, regulatory body, administrative agency, governmental body or arbitrator. (v) There are no actions, proceedings or investigations pending or, to Purchaser's knowledge, threatened against Purchaser that, either in any one instance or in the aggregate, could draw into question the validity of any of the Program Documents or prevent the consummation of any of the Transactions. (vi) No consent, approval, authorization or order of any court, regulatory body, administrative agency, governmental body or arbitrator is required for the execution or delivery by Purchaser of any of the Program documents, the performance by Purchaser of its obligations hereunder or the consummation by Purchaser of any of the Transactions. (vii) Purchaser has not dealt with any broker, investment banker, agent or other person, except Seller, who may be entitled to any commission or compensation in connection with the purchase of the Mortgage Loans.

Representations, Warranties and Agreements of Purchaser. (a) The Purchaser, without conceding that any the Mortgage Loans are securities, hereby make makes the following representations, warranties and agreements, which shall have been deemed to have been made as of the respective Closing Date:. (ia) the Purchaser understands that the Mortgage Loans have not been registered under the Securities Act or the securities laws of any state; (b) the Purchaser is acquiring the Mortgage Loans for its own account only and not for any other Person.; (iic) the Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans.; (iiid) the Purchaser has been furnished with all information regarding the Mortgage Loans which it has requested.requested from the Company; and (ive) Neither neither the Purchaser nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loan, any interest in any Mortgage Loan or any other similar security with, any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that which would constitute a distribution of the Mortgage Loans under the Securities Act, Act or that which would render the disposition of any Mortgage Loan a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any Person to act, in such manner with respect to the Mortgage Loans. (b) Purchaser represents and warrants to Seller that as of the date hereof, as of the date of each respective Purchase Price and Terms Letter as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below): (i) Purchaser is duly organized, validly existing and in good standing as a corporation under the laws of the state of New York. Purchaser has full power and authority (corporate and otherwise) to enter into and perform its obligations under the Program Documents. (ii) This Agreement, the Amended and Restated Master Servicing Agreement and the Custodial Agreement each has been duly authorized, executed and delivered by Purchaser, and each constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. (iii) As of the date of respective Purchase Price and Terms Letter and as of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by Purchaser, and the Purchase Price and Terms Letter constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. (iv) Neither the delivery of the related Purchase Price to Seller, nor the purchase of the Mortgage Loans by Purchaser, nor the execution or delivery of the related Program Documents, nor the consummation of any of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the charter or by-laws of Purchaser, or conflict with, result in a breach, violation or acceleration of or constitute a default under a material term of any indenture or other agreement or instrument to which Purchaser is a party or by which Purchaser is bound or any statute, order or regulation or any court, regulatory body, administrative agency, governmental body or arbitrator. (v) There are no actions, proceedings or investigations pending or, to Purchaser's knowledge, threatened against Purchaser that, either in any one instance or in the aggregate, could draw into question the validity of any of the Program Documents or prevent the consummation of any of the Transactions. (vi) No consent, approval, authorization or order of any court, regulatory body, administrative agency, governmental body or arbitrator is required for the execution or delivery by Purchaser of any of the Program documents, the performance by Purchaser of its obligations hereunder or the consummation by Purchaser of any of the Transactions. (vii) Purchaser has not dealt with any broker, investment banker, agent or other person, except Seller, who may be entitled to any commission or compensation in connection with the purchase of the Mortgage Loans.

Representations, Warranties and Agreements of Purchaser. (a) Purchaser, without conceding that any Mortgage Loans are securities, hereby make the following representations, warranties and agreements, which shall have been deemed to have been made as of the respective Closing Date: (i) Purchaser is acquiring the Mortgage Loans for its own account only and not for any other Person. (ii) Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans. (iii) Purchaser has been furnished with all information regarding the Mortgage Loans which it has requested. (iv) Neither Purchaser nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loan, any interest in any Mortgage Loan or other similar security with, any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that would constitute a distribution of the Mortgage Loans under the Securities Act of 1933, as amended (the "Securities Act"), or that would render the disposition of any Mortgage Loan a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any Person to act, in such manner with respect to the Mortgage Loans. (b) Purchaser represents and warrants to Seller that as of the date hereof, as of the date of each respective Purchase Price and Terms Letter as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below): (i) Purchaser is duly organized, validly existing and in good standing as a corporation under the laws of the state of New York. Purchaser has full power and authority (corporate and otherwise) to enter into and perform its obligations under the Program Documents. (ii) This Agreement, the Amended and Restated Master Servicing Agreement and the Custodial Agreement each has been duly authorized, executed and delivered by Purchaser, and each constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. (iii) As of the date of respective Purchase Price and Terms Letter and as of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by Purchaser, and the Purchase Price and Terms Letter constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. (iv) Neither the delivery of the related Purchase Price to Seller, nor the purchase of the Mortgage Loans by Purchaser, nor the execution or delivery of the related Program Documents, nor the consummation of any of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the charter or by-laws of Purchaser, or conflict with, result in a breach, violation or acceleration of or constitute a default under a material term of any indenture or other agreement or instrument to which Purchaser is a party or by which Purchaser is bound or any statute, order or regulation or any court, regulatory body, administrative agency, governmental body or arbitrator. (v) There are no actions, proceedings or investigations pending or, to Purchaser's knowledge, threatened against Purchaser that, either in any one instance or in the aggregate, could draw into question the validity of any of the Program Documents or prevent the consummation of any of the Transactions. (vi) No consent, approval, authorization or order of any court, regulatory body, administrative agency, governmental body or arbitrator is required for the execution or delivery by Purchaser of any of the Program documents, the performance by Purchaser of its obligations hereunder or the consummation by Purchaser of any of the Transactions. (vii) Purchaser has not dealt with any broker, investment banker, agent or other person, except Seller, who may be entitled to any commission or compensation in connection with the purchase of the Mortgage Loans.