Assignment of Interest in the Mortgage Loan Purchase Agreements Clause Samples

Assignment of Interest in the Mortgage Loan Purchase Agreements. (a) The Depositor hereby assigns to the Trustee, on behalf of the Certificateholders, all of its right, title and interest in the Mortgage Loan Purchase Agreements, including but not limited to Depositor's rights and obligations pursuant to the related Servicing Agreements (noting that the related Seller has retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of MLCC in the case of the MLCC Mortgage Loans, the Underlying Seller or KKR Financial, in the case of the KKR Mortgage Loans or EMC, in the case of the EMC Mortgage Loans (MLCC, the Underlying Seller, KKR, KKR Financial or EMC are each referred to in this Section 2.03 only as a “Seller”) to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee’s and the Certificateholders’ sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. With respect to the representations and warranties described in each of the Mortgage Loan Purchase Agreements which are made to the best of the applicable Seller's knowledge, if it is discovered by any of the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) If the Depositor, the Master Servicer, Securities Administrator or the Trustee discovers a breach of any of the representations and warranties set forth in the related Mortgage Loan Purchase Agreement or related Servicing Agreement, which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The applicable Seller, within 90 ...