Underlying Senior Loan Representations and Warranties Sample Clauses

Underlying Senior Loan Representations and Warranties. Except for the representations and warranties contained in Paragraph 1 (“Performing First Lien Senior Loan”), Paragraph 3 (“Transfer of Entire Interest”), Paragraph 7 (“Power To Sell”), Paragraph 20 (“Escrow Deposits”), Paragraph 40 (“Servicing”) and the first sentence of Paragraph 1 (“Lien; Valid Assignment”) of Part 1 of this Exhibit V, each of the representations and warranties contained in Part 1 of this Exhibit V with respect to Senior Loans are true and correct with respect to the related Underlying Senior Loan. To the extent the Underlying Senior Loan is identified in Schedule 1 of this Agreement as REMIC eligible, if such related Underlying Senior Loan contains a provision for any defeasance of mortgage collateral, the representation and warranty in Paragraph 37 (“Defeasance”) in Part 1 of Exhibit V is also true and correct with respect to such related Underlying Senior Loan if clause (ii) thereof read “(ii) the Senior Loan cannot be defeased within two years after any securitization of such Senior Loan or the Junior Interest or Senior Interest”.
Sample 1
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Underlying Senior Loan Representations and Warranties. Except for the representations and warranties contained in Paragraph 1 (“Performing First Lien Senior Loan”), Paragraph 3 (“Transfer of Entire Interest”), Paragraph 7 (“Power To Sell”), Paragraph 20 (“Escrow Deposits”) Paragraph 40 (“Servicing”), the first sentence of Paragraph 11 (“Lien; Valid Assignment”) and the last sentence of Paragraph 13 (“Junior Liens”) (solely insofar as such last sentence is rendered untrue by the existence of such Mezzanine Loan) of Part 1 of this Exhibit V, each of the representations and warranties contained in Part 1 of this Exhibit V with respect to Senior Loans i.e. true and correct with respect to the related Underlying Senior Loan. For purposes of this Paragraph 30, (a) with respect to Paragraph 21 (“No Holdbacks”) of such Part 1, the reference to “determined by Seller” at the conclusion thereof shall be deemed to be to “determined by the Mortgage lender”, (b) with respect to Paragraph 24 (“No Encroachments”) of such Part 1, the reference to “surveys obtained in connection with the origination of such Senior Loan” shall be deemed to be to “surveys obtained in connection with the origination of such Senior Loan or the Mezzanine Loan” and (c) with respect to Paragraph 27 (“Authorized To Do Business”) of such Part 1, the reference to “the enforceability of such Senior Loan by Buyer” shall be deemed to be to “the enforceability of such Senior Loan by the Mortgage lender”.
Sample 1

Related to Underlying Senior Loan Representations and Warranties

  • Investor Representations and Warranties The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

  • CUSTODIAN REPRESENTATIONS AND WARRANTIES The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Nature of Representations and Warranties The representations and warranties set forth in this Section 3.08, insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties’ good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the Recovery Bonds, and to reflect the parties’ agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section 5.01), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents, on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.

  • Purchaser Representations and Warranties Purchaser represents and warrants to Seller that as of the date hereof:

  • Credit Agreement Representations and Warranties The representations and warranties contained in Article VI of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to any Guarantor and its properties, are true and correct in all material respects, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Article.

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • Breaches of Representations and Warranties The Company agrees to indemnify the Purchaser and hold it harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related any assertion based on, grounded upon resulting from a Breach of any of the Company's representations and warranties contained herein. The Company shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser and with counsel reasonably satisfactory to the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim but failure to so notify the Purchaser shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser unless such settlement includes an unconditional release of the Purchaser from all liability that is the subject matter of such claim. In addition to the obligations of the Company set forth in this Section 9.01(a), the Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages. The provisions of this Section 9.01(a) shall survive termination of this Agreement. It is understood and agreed that the obligations of the Company set forth in Sections 3.03 and 9.01(a) to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser constitute the sole remedies of the Purchaser respecting a Breach of the representations and warranties set forth in Section 3.01 and 3.02.

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