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 2021-A Exchange Note or any 2021-A Lease or 2021-A Vehicle allocated to the 2021-A Reference Pool.
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 2013-A Exchange Note or any 2013-A Lease or 2013-A Vehicle allocated to the 2013-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 shall not be affected by reason of any invalidity, illegality or irregularity of any Mortgage Loan.
Obligations of the Seller. The Seller agrees with the Underwriter, for the sole and exclusive benefit of the Underwriter, the Underwriter’s officers and directors and each person controlling the Underwriter within the meaning of the Act, and not for the benefit of any assignee thereof or any other person or persons dealing with the Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Series of Notes under the related Terms Agreement from the Depositor, to indemnify and hold harmless the Underwriter against any failure by the Depositor to perform its obligations to the Underwriter, including, without limitation, any failure by the Depositor to honor any obligation to the Underwriter pursuant to Section 7 hereof. In the case of any claim against the Seller by the Underwriter, any officer or director of the Underwriter or any person controlling the Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any procedures against the Depositor. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between the Depositor and the Underwriter, upon the Underwriter’s execution of any related Terms Agreement, in accordance with its terms. Very truly yours, NYMT SECURITIES CORPORATION, as Depositor By: /s/ XXXXX X. XXXX Name: Xxxxx X. Xxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC By: /s/ XXXXX X. XXXX Name: Xxxxx X. Xxxx Title: Director Agreed to as to Sections 7, 15 and 16: NEW YORK MORTGAGE FUNDING, LLC By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer Agreed to as to Section 7: NEW YORK MORTGAGE TRUST, INC. By: /s/ XXXXX X. XXXX Name: Xxxxx X. Xxxx Title: Co-Chief Executive Officer [Signature Page Two to Underwriting Agreement] FORM OF TERMS AGREEMENT NYMT SECURITIES CORPORATION NEW YORK MORTGAGE TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] TERMS AGREEMENT [ ], 200[ ] To: NYMT Securities Corporation, as Depositor under the Transfer and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: New York Mortgage Trust, Mortgage-Backed Notes, Series 200[ ]-[ ], Class [ ] Notes Principal Amount: $[ ] (approximate)
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. 6.1 Seller shall maintain records of all the Products purchased by the Buyers through the Website, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Website’s customer service purposes.
Obligations of the Seller a) To ensure that prior to the signing of this Contract, the Seller has obtained bank guarantee by a commercial bank capable of providing guarantee to secure financial obligations of the Seller against the Buyer in case the Seller cannot hand over the apartment in accordance with the schedule agreed with the Buyer. The Seller shall provide the Buyer with a copy of the bank guarantee contract, which has been signed between the Seller and a qualified commercial bank at the time of signing this Contract.
Obligations of the Seller. 4.1 The SELLER agrees to give the BUYER the exclusive right to sell, export and import the goods according to Appendix no. 1 in the following countries: Romania, Hungary, Bulgaria, Serbia, Moldavia and Ukraine.
Obligations of the Seller. The Seller agrees that subsequent to the date hereof and prior to the Closing Date:
