Common use of Correctness of Representations and Warranties Clause in Contracts

Correctness of Representations and Warranties. The representations and warranties made by Seller in this Agreement and each other Transaction Document to which Seller is a party to be made on or prior to the Closing Date are true and correct in all material respects; provided however, that, if the representations and warranties made in Sections 5.03(b) and 6.06(e) hereof with respect to any Servicing Agreement are not true and correct in all material respects on the Closing Date, unless otherwise agreed in writing by Purchaser, (a) the Current Excess Servicing Spread for the Mortgage Loans relating to the affected Servicing Agreements shall not be sold to Purchaser and (b) such Servicing Agreements shall be removed from the definition of Servicing Agreements. In the event that the representations and warranties made in Sections 5.03(b) and 6.03(e) hereof are not true and correct in all material respects on the Closing Date with respect to a Servicing Agreement (a) unless the Purchaser elects to waive the failure of such representations and warranties with respect to any such Servicing Agreement and purchase the related Current Excess Servicing Spread, Seller shall have no further obligations to Purchaser with respect to such Servicing Agreement or the related Mortgage Loans and (b) the failure of such representations and warranties to be true and correct in all material respects on the Closing Date with respect to a Servicing Agreement or any number of Servicing Agreements shall not be considered a failure of the condition precedent contained in this Section 9.01 for the consummation of the transactions contemplated hereby with respect to those Servicing Agreements that do satisfy this condition.

Correctness of Representations and Warranties. The representations and warranties made by Seller in this Agreement and each other Transaction Document to which Seller is a party to be made on or prior to the Closing Subsequent Sale Date are true and correct in all material respects; provided however, that, if the representations and warranties made in Sections Section 5.03(b) and 6.06(e) hereof with respect to any Servicing Agreement are not true and correct in all material respects on the Closing Subsequent Sale Date, unless otherwise agreed in writing by Purchaser, (a) the Current Excess Servicing Spread for the related Mortgage Loans relating to the affected Servicing Agreements shall not be sold to Purchaser and (b) such Servicing Agreements shall be removed from the definition of Servicing Agreements. In the event that the representations and warranties made in Sections Section 5.03(b) and 6.03(e6.06(e) hereof are not true and correct in all material respects on the Closing Subsequent Sale Date with respect to a Servicing Agreement (a) unless the Purchaser elects to waive the failure of such representations and warranties with respect to any such Servicing Agreement and purchase the related Current Excess Servicing Spread, Seller shall have no further obligations to Purchaser with respect to such Servicing Agreement or the related Mortgage Loans and (b) the failure of such representations and warranties to be true and correct in all material respects on the Closing related Subsequent Sale Date with respect to a Servicing Agreement or any number of Servicing Agreements shall not be considered a failure of the condition precedent contained in this Section 9.01 for the consummation of the transactions contemplated hereby with respect to those Servicing Agreements that do satisfy this condition.

Correctness of Representations and Warranties. The representations and warranties made by Seller in this Agreement and each other Transaction Document to which Seller is a party to be made on or prior to the Closing Sale Date or the Subsequent Sale Date, as applicable, are true and correct in all material respects; provided however, that, if the representations and warranties made in Sections 5.03(b) and 6.06(e) hereof with respect to any Servicing Agreement are not true and correct in all material respects on the Closing Sale Date or the Subsequent Sale Date, as applicable, unless otherwise agreed in writing by Purchaser, (a) the Current Excess Servicing Spread for the Mortgage Loans relating to the affected Servicing Agreements shall not be sold to Purchaser and (b) such Servicing Agreements shall be removed from the definition of Servicing Agreements. In the event that the representations and warranties made in Sections 5.03(b) and 6.03(e) hereof are not true and correct in all material respects on the Closing Sale Date or the Subsequent Sale Date, as applicable, with respect to a Servicing Agreement (a) unless the Purchaser elects to waive the failure of such representations and warranties with respect to any such Servicing Agreement and purchase the related Current Excess Servicing Spread, Seller shall have no further obligations to Purchaser with respect to such Servicing Agreement or the related Mortgage Loans and (b) the failure of such representations and warranties to be true and correct in all material respects on the Closing Sale Date or the Subsequent Sale Date, as applicable, with respect to a Servicing Agreement or any number of Servicing Agreements shall not be considered a failure of the condition precedent contained in this Section 9.01 for the consummation of the transactions contemplated hereby with respect to those Servicing Agreements that do satisfy this condition.

Correctness of Representations and Warranties. The representations and warranties made by Seller in this Agreement and each other Transaction Document to which Seller is a party to be made on or prior to the Closing Sale Date, the Amendment Date or the Subsequent Sale Date, as applicable, are true and correct in all material respects; provided however, that, if the representations and warranties made in Sections 5.03(b) and 6.06(e) hereof with respect to any Servicing Agreement are not true and correct in all material respects on the Closing Sale Date or the Subsequent Sale Date, as applicable, unless otherwise agreed in writing by Purchaser, (a) the Current Excess Servicing Spread for the Mortgage Loans relating to the affected Servicing Agreements shall not be sold to Purchaser and (b) such Servicing Agreements shall be removed from the definition of Servicing Agreements. In the event that the representations and warranties made in Sections 5.03(b) and 6.03(e) hereof are not true and correct in all material respects on the Closing Sale Date or the Subsequent Sale Date, as applicable, with respect to a Servicing Agreement (a) unless the Purchaser elects to waive the failure of such representations and warranties with respect to any such Servicing Agreement and purchase the related Current Excess Servicing Spread, Seller shall have no further obligations to Purchaser with respect to such Servicing Agreement or the related Mortgage Loans and (b) the failure of such representations and warranties to be true and correct in all material respects on the Closing Sale Date or the Subsequent Sale Date, as applicable, with respect to a Servicing Agreement or any number of Servicing Agreements shall not be considered a failure of the condition precedent contained in this Section 9.01 for the consummation of the transactions contemplated hereby with respect to those Servicing Agreements that do satisfy this condition.