Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event has occurred from and after the closing date set forth in such Servicing Agreement to the date hereof that would cause any of the representations and warranties relating to such Mortgage Loan set forth in Section 3.2 of the Servicing Agreement to be untrue in any material respect as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 shall survive delivery of the respective mortgage loan documents to the Assignee or its designee and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, the Assignor shall be deemed not to have made the representations and warranties in Section 7(h) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h), by the Servicer in the Servicing Agreement (or any officer's certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 14 contracts
Samples: Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2006-5), Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2007-6), Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2006-9)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Sellers Guide, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing Agreement the related MLPA to the date hereof February 24, 2006, that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 II.B.2. of the Servicing Agreement Sellers Guide, as such may be amended by the related MLPA, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 this Section 5 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 6 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h), by the Servicer in the Servicing Agreement (or any officer's certificate delivered pursuant thereto)5. It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 2 contracts
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-2f), Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-2f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof June 30, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-6f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof June 30, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and this Section 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and Section 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h7(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h7(k), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 7, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-6f)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Agreements, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Underlying Assignment Agreement to the date hereof April 30, 2007 that would cause any of (i) with respect to those Mortgage Loans purchased pursuant to the 2005 ACA, the representations and warranties relating to such Mortgage Loan set forth contained in Section 3.2 3.02 of the Servicing Agreement 2005 MSWSA, (ii) with respect to those Mortgage Loans purchased pursuant to the 2006 ACA, the representations and warranties contained in Section 3.02 of the 2006 MSWSA or (iii) with respect to those Mortgage Loans purchased pursuant to the DLJ Purchase Agreement, the representations and warranties contained in Section 4.1(vii) of such agreement, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h6(j), by the Servicer in the Servicing Agreement Agreements (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-3f)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Agreements, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Underlying Assignment Agreement to the date hereof March 30, 2007 that would cause any of (i) with respect to those Mortgage Loans purchased pursuant to the 2005 ACA, the representations and warranties relating to such Mortgage Loan set forth contained in Section 3.2 3.02 of the Servicing Agreement 2005 MSWSA, (ii) with respect to those Mortgage Loans purchased pursuant to the 2006 ACA, the representations and warranties contained in Section 3.02 of the 2006 MSWSA or (iii) with respect to those Mortgage Loans purchased pursuant to the DLJ Purchase Agreement, the representations and warranties contained in Section 4.1(vii) of such agreement, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h6(j), by the Servicer in the Servicing Agreement Agreements (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-2f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof August 24, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-Oa1)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the applicable closing date set forth in such Servicing the Sale Agreement to the date hereof June 30, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(k), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-6f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof December 29, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and this Section 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and this Section 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h7(j) hereof with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h)7(j) hereof, by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 7, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-10f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof May 8, 2007 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee DB Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-Oa1)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof February 24, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-2f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof August 24, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-Oa1)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Sellers Guide, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing Agreement the related MLPA to the date hereof March 30, 2006, that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 II.B.2. of the Servicing Agreement Sellers Guide, as such may be amended by the related MLPA, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 this Section 5 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 6 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h), by the Servicer in the Servicing Agreement (or any officer's certificate delivered pursuant thereto)5. It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-3f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof May 26, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and this Section 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and Section 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h7(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h7(k), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 7, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR 2006-5f)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Agreements, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Underlying Assignment Agreement to the date hereof February 28, 2007 that would cause any of (i) with respect to those Mortgage Loans purchased pursuant to the 2005 ACA, the representations and warranties relating to such Mortgage Loan set forth contained in Section 3.2 3.02 of the Servicing Agreement 2005 MSWSA, (ii) with respect to those Mortgage Loans purchased pursuant to the 2006 ACA, the representations and warranties contained in Section 3.02 of the 2006 MSWSA or (iii) with respect to those Mortgage Loans purchased pursuant to the DLJ Purchase Agreement, the representations and warranties contained in Sections 4.1(i)-(vi) of such agreement, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h6(j), by the Servicer in the Servicing Agreement Agreements (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-1f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof June 29, 2007 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-4f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the applicable closing date set forth in such Servicing Agreement either of the Sale Agreements to the date hereof February 24, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(k), by the Servicer Seller in the Servicing applicable Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-2f)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Sellers Guide, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing Agreement the related MLPA to the date hereof December 28, 2007, that would cause any of the representations and warranties relating to such the Conduit Mortgage Loan Loans set forth in Section 3.2 II.B.2. of the Servicing Agreement Sellers Guide, as such may be amended by the related MLPA, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 this Section 5 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 6 below hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h), by the Servicer in the Servicing Agreement (or any officer's certificate delivered pursuant thereto)5. It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-5f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof July 28, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-7f)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Sale Agreements, no event nothing has occurred or failed to occur from and after the closing date set forth applicable Closing Date (as defined in such Servicing Agreement the Sale Agreements) to the date hereof Securitization Closing Date that would cause any of the representations and warranties relating to such the applicable Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Agreement Sale Agreements to be untrue incorrect in any material respect respects as of the date hereof Securitization Closing Date as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warrantySecuritization Closing Date. It is understood and agreed that the representations and warranties set forth in Sections 6 and this Section 7 shall survive delivery of the respective mortgage loan documents to the Assignee or its designee and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, or substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and this Section 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and this Section 7, the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h7(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h7(j), by the Servicer Countrywide in the Servicing Agreement Sale Agreements (or any officer's certificate delivered pursuant thereto, if any). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 8, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Sale Agreement, no event nothing has occurred or failed to occur from and after the closing date set forth applicable Closing Date (as defined in such Servicing Agreement the Sale Agreement) to the date hereof Securitization Closing Date that would cause any of the representations and warranties relating to such the applicable Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof Securitization Closing Date as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warrantySecuritization Closing Date. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 this Section 8 shall survive delivery of the respective mortgage loan documents to the Assignee or its designee and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 9 to repurchase or, in limited circumstances, or substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 8. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7this Section 8, the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h8(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h8(j), by the Servicer in the Servicing Sale Agreement (or any officer's certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 8, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Sellers Guide, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing Agreement the related MLPA to the date hereof May 26, 2006, that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 II.B.2. of the Servicing Agreement Sellers Guide, as such may be amended by the related MLPA, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 this Section 5 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 6 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h), by the Servicer in the Servicing Agreement (or any officer's certificate delivered pursuant thereto)5. It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR 2006-5f)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Agreements, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Underlying Assignment Agreement to the date hereof February 28, 2007 that would cause any of the representations and warranties relating to such Mortgage Loan set forth contained in Section 3.2 of 3.02 under the Servicing Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h6(j), by the Servicer in the Servicing Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-1f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof August 25, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-8f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event has occurred from and after the closing date set forth in such Servicing Agreement to the date hereof that would cause any of the representations and warranties relating to such Mortgage Loan set forth in Section 3.2 of the Servicing Agreement to be untrue in any material respect as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor's lack of lackof knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 shall survive delivery of the respective mortgage loan documents to the Assignee or its designee and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, the Assignor shall be deemed not to have made the representations and warranties in Section 7(h) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h), by the Servicer in the Servicing Agreement (or any officer's certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2006-16)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof August 24, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and this Section 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and Section 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h7(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h7(k), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 7, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-Oa1)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the applicable closing date set forth in such Servicing the Sale Agreement to the date hereof May 24, 2007 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(k), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-Ar2)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof June 30, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-6f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof February 24, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-2f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the applicable closing date set forth in such Servicing the Sale Agreement to the date hereof December 29, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(k), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-10f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof October 30, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-9f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof December 29, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-10f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof May 26, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR 2006-5f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the applicable closing date set forth in such Servicing the Sale Agreement to the date hereof May 26, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(k), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR 2006-5f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof March 30, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-3f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof January 1, 2007 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-Ar1)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Agreements, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Underlying Assignment Agreement to the date hereof March 30, 2007 that would cause any of the representations and warranties relating to such Mortgage Loan set forth contained in Section 3.2 of 3.02 under the Servicing Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h6(j), by the Servicer in the Servicing Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-2f)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Agreements, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Underlying Assignment Agreement to the date hereof May 24, 2007 that would cause cause, with respect to those Mortgage Loans purchased pursuant to the 2006 ACAs, any of the representations and warranties relating to such Mortgage Loan set forth contained in Section 3.2 3.02 of the Servicing Agreement 2006 MSWSA to be untrue incorrect in any material respect respects as of the date hereof hereof, as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h6(j), by the Servicer in the Servicing Agreement Agreements (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-Ar2)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof July 28, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-7f)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Sellers Guide, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing Agreement the related MLPA to the date hereof October 29, 2007, that would cause any of the representations and warranties relating to such the Conduit Mortgage Loan Loans set forth in Section 3.2 II.B.2. of the Servicing Agreement Sellers Guide, as such may be amended by the related MLPA, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 this Section 5 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 6 hereof to repurchase or, in limited circumstances, substitute a Conduit Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h), by the Servicer in the Servicing Agreement (or any officer's certificate delivered pursuant thereto)5. It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR 2007-Oa2)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof August 25, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-8f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof October 30, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-9f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof January 31, 2007 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-Ar1)
Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Sellers Guide, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing Agreement the related MLPA to the date hereof January 30, 2006, that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 II.B.2. of the Servicing Agreement Sellers Guide, as such may be amended by the related MLPA, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 this Section 5 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 6 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h), by the Servicer in the Servicing Agreement (or any officer's certificate delivered pursuant thereto)5. It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-1f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof May 24, 2007 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and this Section 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and this Section 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h7(j) hereof with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h)7(j) hereof, by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 7, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-Ar2)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the applicable closing date set forth in such Servicing the Sale Agreement to the date hereof August 24, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(k), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-Oa1)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof May 24, 2007 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-Ar2)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof February 24, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing either Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and this Section 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and Section 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h7(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h7(k), by the Servicer Seller in the Servicing applicable Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 7, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-2f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof December 29, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 7 hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-10f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof June 29, 2007 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 hereof to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2007-4f)
Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event Nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Sale Agreement to the date hereof March 30, 2006 that would cause any of the representations and warranties relating to such the Mortgage Loan Loans set forth in Section 3.2 3.02 of the Servicing Sale Agreement to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor'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 and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Collateral File to the Assignee or its designee applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h6(j), by the Servicer Seller in the Servicing Sale Agreement (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (GSR Mortgage Loan Trust 2006-3f)