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:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities 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:

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

  • Bring Down of Representations and Warranties Each acceptance by the Company of an offer to purchase the Shares hereunder, and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Making of Representations and Warranties (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1.

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