Obligations of the Seller Sample Clauses

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-B Exchange Note or any 2013-B Lease or 2013-B Vehicle allocated to the 2013-B 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 ▇▇▇▇ 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 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. 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.

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 2024-B Exchange Note or any 2024-B Lease or 2024-B Vehicle allocated to the 2024-B 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. 3.1. By using the Website as a Seller, you agree to be legally bound by these Seller Terms and the requirements of Appendix 1 just as if you had signed these Seller Terms. 3.2. You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website and use the Services through your Internet connection are aware of these Seller Terms, and that they comply with them. 3.3. You agree that you are solely responsible and liable for all use of the Services and the Website if such use was made using your Log In Details. Consequently, you shall promptly notify ‘Bakers and Cakers’ in the event there is a breach of security or any unauthorised use of your Log In Details. 3.4. You shall not at any time during the Term solicit a User to transact away from Website and shall not use any information obtained using the Website otherwise than in accordance with the Seller Terms. 3.5. You acknowledge and agree that ‘Bakers and Cakers’ obligation is limited to the provision of the Services, subject to the terms and conditions set out in these Seller Terms. 3.6. You shall ensure that your contract for the sale of Products to a User shall be strictly compliant with all applicable law and legislation and regulatory codes including without limitation, all legislation relating to consumer protection, product safety, data protection, e-commerce and distance selling. You acknowledge and agree that ‘▇▇▇▇▇ and Cakers’ is not a participant, or liable, in any way, in transactions between you and a User, and you agree to indemnify ‘Bakers and Cakers’ in full in respect of any losses, damages, costs and expenses which ‘Bakers and Cakers’ may suffer as a result of any claims or proceedings which may be brought against ‘Bakers and Cakers” arising out of a breach by you of this Clause 3.6. 3.7. You shall comply with all instructions and policies from ‘Bakers and Cakers’ in respect of the Website and co-operate with any reasonable security or other checks or requests for information made by’Bakers and Cakers'.

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/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Director Agreed to as to Sections 7, 15 and 16: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer Agreed to as to Section 7: By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Co-Chief Executive Officer [ ], 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)