Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.
Representations of the Note Holders. Each Note Holder represents and warrants to each other Note Holder that, as of the date hereof (or in connection with a new Holder of a Note following a Transfer, as of the date of such Transfer):
Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants that
Representations of the Note Holders. 31 Section 12. No Creation of a Partnership or Exclusive Purchase Right. 31 Section 13. Other Business Activities of the Note Holders. 31 Section 14. Sale of the Notes. 31 Section 15. Registration of the Notes and Each Note Holder. 34 Section 16. Governing Law; Waiver of Jury Trial. 35 Section 17. Submission To Jurisdiction; Waivers. 35 Section 18. Modifications. 36 Section 19. Successors and Assigns; Third Party Beneficiaries. 36 Section 20. Counterparts. 36 Section 21. Captions. 36 Section 22. Severability. 36 Section 23. Entire Agreement. 37 Section 24. Withholding Taxes. 37 Section 25. Custody of Mortgage Loan Documents. 38 Section 26. Cooperation in Securitization. 38 Section 27. Notices. 39 Section 28. Broker. 39 Section 29. Certain Matters Affecting the Agent. 40 Section 30. Reserved. 40 Section 31. Resignation of Agent. 40 Section 32. Resizing. 41 This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 19, 2019 by and between XXXXXX XXXXXXX BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder”), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”) and XXXXXX XXXXXXX MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” and, in its capacity as initial agent, the “Initial Agent”).
Representations of the Note Holders. 30 Section 12. No Creation of a Partnership or Exclusive Purchase Right. 30 Section 13. Other Business Activities of the Note Holders. 30 Section 14. Sale of the Notes. 31 Section 15. Registration of the Notes and Each Note Holder. 33 Section 16. Governing Law; Waiver of Jury Trial. 34 Section 17. Submission To Jurisdiction; Waivers. 34 Section 18. Modifications. 35 Section 19. Successors and Assigns; Third Party Beneficiaries. 35 Section 20. Counterparts. 35 Section 21. Captions. 35 Section 22. Severability. 36 Section 23. Entire Agreement. 36 Section 24. Withholding Taxes. 36 Section 25. Custody of Mortgage Loan Documents. 37 Section 26. Cooperation in Securitization. 37 Section 27. Notices. 38 Section 28. Broker. 38 Section 29. Certain Matters Affecting the Agent. 39 Section 30. Reserved. 39 Section 31. Resignation of Agent. 39
Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of
Representations of the Note Holders. Each of the Note Holders severally represents and warrants to the Company as follows:
