Obligations of the Seller. The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2019-A Exchange Note or any 2019-A Lease or 2019-A Vehicle allocated to the 2019-A Reference Pool.
Obligations of the Seller. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.
Obligations of the Seller. The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 20[__]-[_] Exchange Note or any 20[__]-[_] Lease or 20[__]-[_] Vehicle allocated to the 20[__]-[_] Reference Pool.
Obligations of the Seller. 4.1 On or prior to the First Transfer Date, the Seller shall deliver to the Custodian (a) for safekeeping separate irrevocable powers of attorney in favour of the Guarantor or its nominee substantially in the form contemplated by Section 7.5 of the Mortgage Sale Agreement and duly executed by the Seller and each applicable Originator, and (b) an opinion of counsel to the Seller confirming that such powers of attorney are (i) valid and enforceable against the Seller or the applicable Originator, as the case may be, and
Obligations of the Seller. The Seller agrees with the Underwriters, for the sole and exclusive benefit of each such Underwriter, each such Underwriter's officers and directors and each person controlling such Underwriter within the meaning of the Securities Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Underwritten Certificates from the Depositor, to indemnify and hold harmless each Underwriter against any failure by the Depositor to perform its obligations to the Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to any Underwriter pursuant to Sections 8 and 14 (with respect to the survival of indemnities) hereof. In the case of any claim against the Seller by any Underwriter, any officer or director of any Underwriter or any person controlling any Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any proceedings against the Depositor. If the foregoing correctly sets forth the agreement among the Depositor, the Seller and the Underwriters, please indicate your acceptance in the space provided for the purpose below. Very truly yours, ARGENT SECURITIES INC. By: ---------------------------------------- Name: Title: AMERIQUEST MORTGAGE COMPANY By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: [__________], acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement By: ----------------------------------------- Name: Title: SCHEDULE A EXHIBIT A UNDERWRITERS' INFORMATION
Obligations of the Seller. (a) As consideration for the commitment of the Buyer hereunder, subject to the conditions and limitations set forth in this Article VIII, the Seller hereby agrees to indemnify and hold harmless the Buyer, the Company and each of their Affiliates, directors, officers, agents and employees and each other Person, if any, controlling the Buyer (each a “Buyer Indemnified Person”) from and against any direct loss, damage, Liability, demand, settlement, judgment, award, fine, penalty, charge, cost or expense of any nature (including, without limitation, the reasonable fees of counsel) (each, a “Loss”), to which such Buyer Indemnified Person becomes subject as a result of, or based upon or arising out of, directly or indirectly: (i) any inaccuracy in or breach of any representation or warranty made by the Seller in Article IV or the Seller and the Company in Article V of this Agreement; or (ii) any breach or nonperformance of any covenant or agreement made or to be performed by the Seller or the Company pursuant to this Agreement.