Other (explain. If box 1 or 2 above is checked, and if all or part of the Required Loan Documents were previously released to us, please release to us the Required Loan Documents requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan Asset. If box 3, 4 or 5 above is checked, upon our return of all of the above Required Loan Documents to you as the Collateral Custodian please acknowledge your receipt by signing in the space indicated below, and returning this form. Exhibit J-3 TWIN BROOK CAPITAL FUNDING XXXIII MSPV, LLC, as the Borrower By: ______________________________ Name: Title: AGTB FUND MANAGER, LLC, as the Servicer By: ______________________________ Name: Title: Acknowledgement of the Required Loan Documents returned to the Collateral Custodian. The Bank of New York Mellon Trust Company, National Association, as the Collateral Custodian By: ________________________________ Name: Title: Exhibit J-4 Consent of the Administrative Agent: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Funding, Inc., as the Administrative Agent By: ________________________________ Name: Title: This Assignment and Acceptance (this "Assignment and Acceptance") is dated as of the Effective Date set forth below and is entered into by and between [______] (the "Assignor") and [______] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan and Servicing Agreement identified below (the "Loan and Servicing Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.
Appears in 1 contract
Other (explain. If box 1 or 2 above is checked, and if all or part of the Required Loan Documents were Underlying Instruments was previously released to us, please release to us the Required Loan Documents requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan AssetObligation. If box 3, 4 or 5 3 above is checked, upon our return of all of the above Required Loan Documents documents to you as the Collateral Custodian Custodial Securities Intermediary, please acknowledge your receipt by signing in the space indicated below, below and returning this form. Exhibit J-3 TWIN BROOK CAPITAL FUNDING XXXIII MSPVIf box 3 above is checked, it is hereby acknowledged that a security interest pursuant to the Uniform Commercial Code in the Loan Obligation described above and in the proceeds of said Loan Obligation has been granted to the Trustee pursuant to the Indenture. If box 3 above is checked, in consideration of the aforesaid delivery by the Custodial Securities Intermediary, the Loan Obligation Manager hereby agrees to hold said Loan Obligation in trust for the Trustee, as provided under and in accordance with all provisions of the Indenture and the Loan Obligation Management Agreement, and to return said Loan Obligation to the Custodial Securities Intermediary no later than the close of business on the twentieth (20th) Business Day following the date hereof or, if such day is not a Business Day, on the immediately preceding Business Day. The Loan Obligation Manager hereby acknowledges that it shall hold the above-described Loan Obligation and any related Underlying Instruments in trust for, and as the bailee of, the Trustee, and shall return said Loan Obligation and any related documents only to the Custodial Securities Intermediary. Capitalized terms used but not defined in this Request have the meanings assigned to them in the Indenture, dated as of February 27, 2015, by and among Arbor Realty Commercial Real Estate Notes 2015-FL1, LTD., as Issuer, Arbor Realty Commercial Real Estate Notes 2015-FL1 LLC, as the Borrower Co-Issuer, Arbor Realty SR, Inc. as Advancing Agent, and U.S. Bank National Association, as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities Intermediary, Backup Advancing Agent and Notes Registrar. By: ______________________________ Name: Title: AGTB FUND MANAGER, LLC, as the Servicer Acknowledgment of documents returned: By: ______________________________ Name: Title: Acknowledgement of the Required Loan Documents returned to the Collateral Custodian. The Date: [Date] Arbor Realty Commercial Real Estate Notes 2015-FL1, Ltd. c/o MaplesFS Limited P.O. Box 1093, Queensgate House Grand Cayman, KY1-1102 Cayman Islands U.S. Bank of New York Mellon Trust Company, National Association, as the Collateral Custodian By: ________________________________ Name: Title: Exhibit J-4 Consent of the Administrative Agent: Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Asset Funding▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Arbor Realty Commercial Real Estate Notes 2015-FL1, Ltd. and Arbor Realty Commercial Real Estate Notes 2015-FL1 LLC In accordance with the requirements for obtaining certain information pursuant to the Indenture, dated as of February 27, 2015 (the “Indenture”), by and among Arbor Realty Commercial Real Estate Notes 2015-FL1, Ltd. (the “Issuer”), as Issuer, Arbor Realty Commercial Real Estate Notes 2015-FL1 LLC, as Co-Issuer, Arbor Realty SR, Inc., as the Administrative Agent By: ________________________________ Name: Title: This Assignment Advancing Agent, and Acceptance (this "Assignment and Acceptance") is dated as of the Effective Date set forth below and is entered into by and between [______] U.S. Bank National Association (the "Assignor"“Trustee”), as Trustee, the undersigned hereby certifies and agrees as follows:
1. The undersigned, a Nationally Recognized Statistical Rating Organization, has provided the Issuer with the appropriate certifications under Rule 17g-5(e) and [______] (as promulgated under the "Assignee")Exchange Act.
2. The undersigned has access to the 17g-5 Website.
3. The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the 17g-5 Information on the 17g-5 Website. Capitalized terms used but not defined herein shall have the respective meanings given to them assigned thereto in the Loan and Servicing Agreement identified below (the "Loan and Servicing Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in fullIndenture.
Appears in 1 contract
Sources: Indenture (Arbor Realty Trust Inc)
Other (explain. If box 1 or 2 above is checked, and if all or part of the Required Loan Documents were Mortgage Asset File was previously released to us, please release to us the Required Loan Documents requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan Purchased Asset. If box 3, 4 or 5 3 above is checked, upon our return of all of the above Required Loan Documents documents to you as the Collateral Custodian Custodian, please acknowledge your receipt by signing in the space indicated below, and returning this form. Exhibit J-3 TWIN BROOK CAPITAL FUNDING XXXIII MSPVIt is hereby acknowledged that a security interest pursuant to the Uniform Commercial Code in the Purchased Assets described above and in the proceeds of said Purchased Assets has been granted to Buyer pursuant to the Repurchase Agreement. In consideration of the aforesaid delivery by Custodian, LLCthe Servicer hereby agrees to hold said Purchased Assets in trust for Buyer as provided under and in accordance with all provisions of the Custodial Agreement and to return said Purchased Assets to Custodian no later than the close of business on the tenth day following the date hereof or, if such day is not a Business Day, on the immediately preceding Business Day. The Servicer hereby acknowledges that it shall hold said Purchased Assets in trust for, and as the Borrower bailee of, Buyer and shall return said Purchased Assets only to Custodian. [STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C.][ STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C.] By: ______________________________ Name: Title: AGTB FUND MANAGER, LLC, as the Servicer Date: Acknowledged and Agreed: [SERVICER] By: ______________________________ Name: Title: Acknowledgement of the Required Loan Documents returned to the Collateral Custodian. The Bank of New York Mellon Trust Company, National Association, as the Collateral Custodian By: ________________________________ Name: Title: Exhibit J-4 Consent of the Administrative Agent: ▇▇▇▇▇▇ ▇▇FARGO BANK, N.A., as Buyer By: Name: Title: ▇▇▇▇▇ Asset FundingFARGO BANK, Inc., as the Administrative Agent N.A. By: ________________________________ Name: Title: This Assignment Date: The undersigned, [ ] (“Seller”), requests release from ▇▇▇▇▇ Fargo Bank, N.A., acting as agent, bailee and Acceptance custodian (this "Assignment in such capacity, “Custodian”) for the exclusive benefit of Buyer (as that term and Acceptance") is other capitalized terms not otherwise defined herein are defined in that certain Amended and Restated Master Repurchase and Securities Contract (the “Agreement”), dated as of February 28, 2011, among Starwood Property Mortgage Sub-2, L.L.C. and Starwood Property Mortgage Sub-2, L.L.C., as Seller, and ▇▇▇▇▇ Fargo Bank, N.A., as Buyer, of the Effective following described documentation for the identified Eligible Assets, possession of which shall be delivered to [ ] (the “Approved Purchaser”) in connection with the sale thereof. The anticipated closing date for such sale is [ ] [ ], [20 ], and the anticipated purchase proceeds shall equal: $ . Please send the referenced documentation to: [NAME OF PURCHASER] [ADDRESS] [TELEPHONE] [ATTENTION:] Please deliver documents to the Approved Purchaser via [ ], accompanied by a transmittal letter in the form of Annex 10 of the agreement relating to this Annex 5-C. [STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C.][ STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C.] as Seller By: Name: Title: ▇▇▇▇▇ FARGO BANK, N.A., as Buyer By: Name: Title: I, as [ ] (title) of ▇▇▇▇▇ Fargo Bank, N.A. (“Custodian”), am authorized to make this Lost Note Affidavit on behalf of Custodian. In connection with the administration of the Purchased Assets held by Custodian on behalf of ▇▇▇▇▇ Fargo Bank, N.A. (“Buyer”), [ ] (hereinafter called “Deponent”), being duly sworn, deposes and says that:
1. Custodian’s address is:
2. [CUSTODIAN’S Address]
3. Custodian previously delivered to Buyer an Asset Schedule and Exception Report with respect to the [Mortgage Note/Mezzanine Note/ Senior Interest Note/ Junior Interest Note/ Mezzanine Participation Certificate] [made by [ ] in favor of [ ], dated [ ] [ ], [20 ], in the principal amount of $[ ] which did not indicate such [Mortgage Note/Mezzanine Note/Senior Interest Note/Junior Interest Note] is missing;
4. Such [Mortgage Note/Mezzanine Note/Senior Interest Note/Junior Interest Note/ Mezzanine Participation Certificate] was sold to Buyer by Seller pursuant to the terms and provisions of an Amended and Restated Master Repurchase Agreement dated and effective as of February 28, 2011;
5. Such [Mortgage Note/Mezzanine Note/Junior Interest Note/Senior Interest Note/ Mezzanine Participation Certificate] is not outstanding pursuant to a Request for Release of Documents;
6. Aforesaid [Mortgage Note/Mezzanine Note/Junior Interest Note/Senior Interest Note/ Mezzanine Participation Certificate] (hereinafter called the “Original”) has been lost;
7. Deponent has made or has caused to be made diligent search for the Original and has been unable to find or recover same;
8. Custodian was Custodian of the Original at the time of loss; and
9. Deponent agrees that, if said Original should ever come into Custodian’s possession, custody or power, Custodian will immediately and without consideration surrender the Original to Buyer.
10. Attached hereto is a true and correct copy of (i) the [Mortgage Note/Junior Interest Note/Mezzanine Note/ Mezzanine Participation Certificate], endorsed in blank by the most recent endorsee prior to the applicable Seller, without recourse, to the order of such Seller and further reflecting a complete, unbroken chain of endorsement from the related originator/original participation holder to such Seller, as provided by [Starwood Property Mortgage Sub-2, L.L.C.][Starwood Property Mortgage Sub-2-A, L.L.C.] or its designee [and (ii) the Mortgage which secures the [Mortgage Note/Junior Interest Note/Senior Interest Note/Mezzanine Note/ Mezzanine Participation Certificate], which Mortgage is recorded at [ ] .
11. Deponent hereby agrees that Custodian (a) shall indemnify and hold harmless Buyer, its successors, and assigns, against any cost, loss, liability or damage, including reasonable attorneys’ fees, resulting from the unavailability of any Originals, including but not limited to any cost, loss, liability or damage arising from (i) any false statement contained in this Lost Note Affidavit, (ii) any claim of any party that it has already purchased a mortgage loan evidenced by the Originals or any interest in such mortgage loan, (iii) any claim of any borrower with respect to the existence of terms of a Purchased Asset evidenced by the Originals, (iv) the issuance of new instrument in lieu thereof and (v) any claim whether or not based upon or arising from honoring or refusing to honor the Original when presented by anyone (items (i) through (iv) above are hereinafter referred to as the “Losses”) and (b) if required by any rating agency in connection with placing such Originals into a structured and rated transaction, shall obtain a surety bond from an insurer acceptable to the applicable rating agency in an amount acceptable to such rating agency to cover any Losses with respect to such Originals.
12. This Affidavit is intended to be relied on by Buyer, its successors, and assigns and [ ] represents and warrants that it has the authority to perform its obligations under this Affidavit. EXECUTED THIS day of , 200 , on behalf of Custodian by: On this day of , 200 , before me appeared , to me personally know, who being duly sworn did say that she/he is the of , and that said Lost Note Affidavit was signed and sealed on behalf of such corporation and said acknowledged this instrument to be the free act and deed of said corporation. Notary Public in and for the State of . My Commission expires: . TRANSMITTAL & BAILMENT LETTER [Custodian Letterhead] Re: [Insert Description of Purchased Asset] Ladies and Gentlemen: Subject to the terms and conditions set forth below, we hereby transmit the documents listed on Exhibit A hereto (the “Purchased Asset Documents”) relating to the above- referenced asset (the “Purchased Asset”). We have released possession of the [Mortgage Note/Junior Interest Note/Senior Interest Note/Mezzanine Note/Mezzanine Participation Certificate] to you only in reliance on your agreement with the terms and conditions set forth below. By your acceptance of the Purchased Asset Documents, you acknowledge that (i) ▇▇▇▇▇ Fargo Bank, N.A. (“Buyer”) has a perfected first-lien security interest in the Purchased Asset and (ii) you have received possession of the Purchased Asset Documents, in trust, as bailee for and agent of ▇▇▇▇▇ Fargo Bank, N.A. (“Custodian”) (which holds the Mortgage Asset Documents as custodian and bailee for the benefit of ▇▇▇▇▇ Fargo Bank, N.A.), pursuant to the provision of the Uniform Commercial Code. Until your status as bailee is terminated as set forth below, you agree not to deliver the Purchased Asset Documents to [Starwood Property Mortgage Sub-2, L.L.C.][Starwood Property Mortgage Sub-2-A, L.L.C.] or any third party and to act only as agent for Custodian with respect to the Purchased Asset Documents. Your status and obligations as bailee shall automatically terminate, without further action by any party, upon earliest to occur of (i) payment of the full amount of the purchase price specified in your original purchase commitment plus any servicing released premium specified in such purchase commitment (the “Purchase Price”) for such Purchased Asset to Buyer. (the “Purchase Date”) or (ii) return of the Purchased Asset Documents to Custodian, as set forth below. Buyer agrees that its security interest in the Purchased Asset Documents, and all of Buyer’s. right, title, and interest it may have in and to the related Purchased Assets purchased by you, are and shall be fully released effective as of the Purchase Date. For purposes of the Purchase Date set forth below above, the Purchase Price shall be deemed paid in full when Buyer receives a federal wire transfer in the amount of the Purchase Price sent to Buyer in immediately available funds to: [ ]; ABA: [ ]; Account #: [ ]; Account Name: [ ]. You agree only to send payments to ▇▇▇▇▇ Fargo Bank, N.A., as specified above, and not to honor a change in the above wire transfer or mailing instructions unless provided in writing and signed by . You agree to deliver the Purchased Asset Documents: (a) Upon your receipt of Buyer’s written request therefore (provided that such request is entered into received by you prior to your payment of the Purchase Price); or (b) promptly, in the event that you elect not to purchase the Purchased Asset, or in the event that a Purchased Asset Document is defective and requires correction. In the alternative, you agree to take such other action with respect to the Purchased Asset Documents as may be agreed upon in writing between Buyer and you. Any delivery by you to Custodian shall be made by express mail to the address of Custodian set forth below; provided however, that in no case shall you return such Mortgage Asset File to Custodian later than twenty (20) calendar days after receipt of such Mortgage Asset File. Any Purchased Asset Documents (or portion thereof) being returned in accordance herewith shall be sent to Custodian by overnight courier to: ▇▇▇▇▇ Fargo Bank, N.A.; [______Address]: [ ], Attention: [ ], no later than twenty (20) calendar days after the date hereof. Any questions relating to the Purchased Asset Documents should be referred to at [ ] By acknowledging receipt of this Bailee Letter you shall be bound by the terms hereof. Purchaser requests that you acknowledge receipt of the Purchased Asset Documents and this Bailee Letter by signing and returning the enclosed copy of this Bailee Letter in the enclosed self-addressed envelope; provided, however, that your failure to do so does not nullify investor’s acceptance of the terms of this Bailee Letter. Sincerely, ▇▇▇▇▇ FARGO BANK, N.A. (Custodian) By: Name: Title: Acknowledged and Agreed this day of , 20 [PURCHASER] By: Name: Title: , 20 [Name of Bailee] [Address] Re: Amended and Restated Custodial Agreement, dated as of February 28, 2011 (as amended or modified, the “Custodial Agreement”), among ▇▇▇▇▇ Fargo Bank, N.A., as buyer (the "Assignor") and “Buyer”), Starwood Property Mortgage Sub-2, L.L.C. [______] (the "Assignee"“Seller”)], Starwood Property Mortgage Sub-2-A, L.L.C. [(the “Seller”)] and ▇▇▇▇▇ Fargo Bank, N.A., as custodian (the “Custodian”). Dear Sir or Madam: Capitalized terms used use but not otherwise defined herein shall have the respective meanings given to them thereto in the Loan and Servicing Agreement identified below Custodial Agreement. [Starwood Property Mortgage Sub-2, L.L.C.] [Starwood Property Mortgage Sub-2-A, L.L.C.] hereby sends to you documents evidencing or otherwise relating to one or more Wet Mortgage Assets as set forth on Schedule A attached hereto (the "Loan and Servicing Agreement"“Documents”), for which you have agreed to act as bailee. Buyer intends to purchase such Wet Mortgage Asset(s) from Seller, and in connection therewith, Seller will grant a security interest in the Documents referred to below and the Wet Mortgage Asset(s) to which such Documents relate to Buyer. The Custodian is acting as custodian for Buyer in connection with the Documents. Schedule A attached hereto identifies the specific Documents delivered, and each Wet Mortgage Asset to which they relate. At the end of this bailee agreement there is a space for you to sign and to acknowledge your receipt of such Documents. Upon your receipt of all such Documents, you hereby agree to (i) deliver to Buyer, Seller and the Custodian, a PDF copy, via Electronic Transmission, of this bailee agreement, signed in the acknowledgment space by you, pursuant to which you (a) acknowledge receipt of the Documents listed in Schedule A, and (b) acknowledge that with respect to such listed Documents you are acting as bailee of Buyer in accordance with the terms of this bailee agreement and (ii) deliver PDF scanned and fully executed copies of all such Documents to the Custodian via Electronic Transmission. Upon receipt by you of fully executed original copies of all of the Documents and your receipt of written or telephonic confirmation from Seller and Buyer (or their respective counsel) that any and all closing conditions (including, in the case of Seller, any and all closing conditions set forth in any separate escrow letter with the borrower or other counterparty with respect to each applicable Wet Mortgage Asset to which this bailee agreement relates, you shall do each of the following in the order specified:
1. Deliver the Documents via overnight mail to the Custodian at the address listed on the signature page hereto.
2. Notify Buyer that all of the foregoing actions have been completed. All costs and expenses incurred in carrying out these instructions shall be borne by Seller, and you shall not look to any other party for reimbursement of, or liability for, such costs and expenses. If for any reason on or before 5:00 P.M. (New York City time) on the Purchase Date you have not received confirmation from Seller and Buyer (or their respective counsel) that any and all of the closing conditions have been satisfied, you shall contact Buyer immediately for further instructions. If Seller’s origination of any applicable Wet Mortgage Asset is delayed, you will return the related Documents to Seller unless otherwise instructed by Buyer. By signing this bailee agreement below where indicated, (a) you agree that on and after the date hereof until you are otherwise notified by Buyer or the Custodian, any Documents delivered to you as described above will be held by you as bailee for Buyer, (b) you certify that, as of the date of your receipt of any Documents, you have not received notice of any interest of any other person or entity in such Documents or the related Wet Mortgage Asset(s), (c) you agree that you will deliver the Documents to the Custodian by not later than the fifth (5th) Business Day after the date of this letter and (d) you certify that if you have any security interest in the Documents or the Wet Mortgage Asset to which those Documents relate, you agree to waive any interest you may acquire therein at any time, whether arising pursuant to law or otherwise. Seller and Buyer hereby irrevocably instruct you that any Documents in your possession are to be held by you as bailee for Buyer, as provided herein until they are delivered to the Custodian at the address noted above together with a copy of this bailee agreement; provided that if Buyer or the Custodian notifies you that Buyer’s security interest in any of above-referenced Wet Mortgage Asset has been released or did not attach (the “Release Notice”), from the date of such Release Notice you will hold the Documents relating to such Wet Mortgage Asset (and no others) as bailee for Seller, in which is hereby acknowledged by case you will follow Seller’s instructions regarding such Documents, and such Documents shall be released to Seller at the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.add
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Other (explain. If box 1 or 2 above is checked, and if all or part of the Required Loan Documents were previously released to us, please release to us the Required Loan Documents requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan Asset. If box 3, 4 or 5 above is checked, upon our return of all of the above Required Loan Documents to you as the Collateral Custodian please acknowledge your receipt by signing in the space indicated below, and returning this form. Exhibit J-3 TWIN BROOK CAPITAL FUNDING XXXIII MSPV, LLC, as the Borrower By: ______________________________ Name: Title: AGTB FEPC FUND MANAGER, SERVICER LLC, as the Servicer By: ______________________________ Name: Title: Acknowledgement of the Required Loan Documents returned to the Collateral Custodian. The Bank of New York Mellon Trust Company, National AssociationU.S. BANK NATIONAL ASSOCIATION, as the Collateral Custodian By: ________________________________ Name: Title: Exhibit J-4 Consent of the Administrative Agent: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset FundingSENIOR FUNDING, Inc.INC., as the Administrative Agent By: ________________________________ Name: Title: This Assignment and Acceptance (this "Assignment and Acceptance") is dated as of the Effective Date set forth below and is entered into by and between [______[ ] (the "Assignor") and [______[ ] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan and Servicing Agreement identified below (the "Loan and Servicing Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan and Servicing Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor's rights and obligations as a Lender under the Loan and Servicing Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Loan and Servicing Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.
Appears in 1 contract
Sources: Loan and Servicing Agreement (First Eagle Private Credit Fund)