Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment has been received by the Company for such month in respe...
Enforcement of Representations and Warranties. (a) The Master Servicer (to the extent it is not NC Capital or an Affiliate of NC Capital, and otherwise the Indenture Trustee) shall enforce the representations and warranties and related obligations for breaches thereof of NC Capital pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File or of a breach by NC Capital of any of the representations and warranties made in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially and adversely affects the value of the value of such Mortgage Loan or the interests therein of the Noteholders, the Indenture Trustee shall give prompt written notice to NC Capital and the Master Servicer of such defect, missing document or breach and request that NC Capital deliver such missing document or cure such defect or breach within 60 days from the date NC Capital was notified of such missing document, defect or breach, and if NC Capital does not deliver such missing document or cure such defect or breach in all material respects during such period, the Master Servicer, to the extent it is not NC Capital or an Affiliate of NC Capital, and otherwise the Indenture Trustee, shall enforce the obligations of NC Capital under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from the Issuer at the Purchase Price within 90 days after the date on which NC Capital was notified of such missing document, defect or breach, if and to the extent that NC Capital is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall be remitted to the Master Servicer for deposit in the Collection Account and the Indenture Trustee, upon receipt of written certification from the Master Servicer of such deposit, shall release to NC Capital the related Mortgage File and the Indenture Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as NC Capital shall furnish to it and as shall be necessary to vest in NC Capital any Mortgage Loan released pursuant hereto. The Indenture Trustee shall not have any further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement, NC Capital may cause such Mortgage Loan to be removed from the Trust Estate (in which case...
Enforcement of Representations and Warranties. Administration and Servicing of Mortgage Loans
Enforcement of Representations and Warranties. Upon discovery by the Seller, the Depositor, the Servicer, the Master Servicer or a Responsible Officer of the Indenture Trustee or the Securities Administrator of a breach of any of the representations and warranties made by the Originator in the Mortgage Loan Sale and Contribution Agreement (attached hereto as Exhibit G), which materially and adversely affects the value of, or the interests of the Trust or the Noteholders in, the related Mortgage Loan, the party discovering such breach shall give prompt written notice to the Originator. Within sixty (60) days of its discovery or its receipt of notice of breach, the Indenture Trustee shall enforce the obligation of the Originator to use all reasonable efforts to cure such breach in all material respects or purchase such Mortgage Loan from the Trust or substitute an Eligible Substitute Mortgage Loan as provided in Section 3.2 of the Mortgage Loan Sale and Contribution Agreement for such Mortgage Loan. Any such purchase by the Originator shall be at the Purchase Price, and in each case shall be accomplished in the manner set forth in Section 3.1 of the Mortgage Loan Sale and Contribution Agreement. It is understood and agreed that the obligation of the Originator to cure, substitute or purchase any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy against the Originator respecting such breach available to the Servicer (in its role as such), the Master Servicer (in its role as such), the Noteholders, the Securities Administrator or the Indenture Trustee on behalf of Noteholders.
Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Loans, or the Issuer, shall enforce the representations and warranties of the Seller in Sections 7.01 and 7.02 of the Mortgage Loan Purchase and Servicing Agreement and in Section 2.07(a), and of the Depositor in Sections 2.06(f), 2.06(g) and 2.07(b), as applicable. Upon the discovery by the Depositor, the Master Servicer, the Issuer, the Indenture Trustee or the Custodian of a breach of any of the respective representations and warranties made by the Seller or by the Depositor, that materially and adversely affects the interests of any Securityholder (or upon the occurrence of a Repurchase Event), the Person discovering such breach shall give prompt written notice to the other foregoing Persons and to the Seller or the Depositor, as applicable. The Master Servicer shall promptly demand of the Seller or the Depositor, as applicable, that within 90 days of receipt of notice making such demand it (i) cure such breach in all material respects with respect to a breach by the Seller of its representations and warranties in Sections 7.01 and 7.02 of the Mortgage Loan Purchase and Servicing Agreement and Section 2.07(a), or a breach by the Depositor of its representations and warranties in Sections 2.06(f), 2.06(g) and 2.07(b), respectively, or (ii) purchase the related Mortgage Loan from the Issuer or substitute an Eligible Substitute Mortgage Loan (and remit to the Trustee Collection Account any related Substitution Adjustment Amount), in the manner set forth in Section 7.03 of the Mortgage Loan Purchasing and Servicing Agreement in the case of a breach by the Seller of its representation or warranty in Sections 7.01 and 7.02 of the Mortgage Loan Purchase and Servicing Agreement and Section 2.07(a), or a breach by the Depositor of its representation or warranty in Sections 2.06(f), 2.06(g) and 2.07(b). The obligation of the Seller or the Depositor, as the case may be, to accept a retransfer of a Mortgage Loan as to which a breach has occurred and is continuing and to make any required deposit into the Collection Account or Trustee Collection Account or to substitute an Eligible Substitute Mortgage Loan, as the case may be, shall constitute the sole and exclusive remedy hereunder against the Seller or the Depositor, as applicable, respecting such breach available therefor. Notwithstanding the foregoing limitation, (i) the Indenture Trustee shall en...
Enforcement of Representations and Warranties. 23 2.02. Existence.....................................................................................25 2.03. Representations, Warranties and Covenants of the Servicer and the Master Servicer......................................................................................25 ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
3.01. Servicer to Act as Servicer...................................................................29 3.02. Sub-Servicing Agreements Between the Servicer and Sub-Servicers...............................30 3.03. Successor Sub-Servicers.......................................................................31 3.04. Liability of the Servicer.....................................................................32 3.05. No Contractual Relationship Between Sub-Servicers and Indenture Trustee, Issuer or Noteholders.........................................................................32 3.06. Assumption or Termination of Sub-Servicing Agreements by Indenture Trustee.............................................................................32 3.07. Collection of Certain Mortgage Loan Payments..................................................33 3.08. Sub-Servicing Accounts........................................................................33 3.09. Collection of Taxes, Assessments and Similar Items; Servicing Accounts........................34 3.10. Collection Account............................................................................35 3.11. Withdrawals from the Collection Account.......................................................37 3.12. Investment of Funds in the Collection Account.................................................38 3.13. [intentionally omitted].......................................................................39 3.14. Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.............................................................................39 3.15.
Enforcement of Representations and Warranties. 4 ARTICLE III Administration and Servicing of Mortgage Loans
Enforcement of Representations and Warranties. 4 ARTICLE III
Enforcement of Representations and Warranties. (a) Notwithstanding anything to the contrary herein expressed or implied and, notwithstanding the Closing or deliveries of covenants and/or representations and warranties in any other agreements at Closing or prior or subsequent thereto, the representations and warranties set forth in Sections 9.1 and 9.3 hereof shall survive Closing for the benefit of the Purchaser and the Vendor respectively, provided that no Claim in respect of such representations and warranties shall be made or be enforceable unless written notice of such Claim is given by the claimant to the other Parties within twelve (12) months of the Closing Date. Effective on the expiry of such twelve (12) month period, each Party hereby releases and forever discharges the other Parties from any breach of any representations and warranties set forth in Sections 9.1 and 9.3 hereof except in respect of those Claims in which notice has been given in accordance with this Section 9.4. No Claim shall be made by a Party in respect of the representations and warranties in this Agreement made by the other Parties except pursuant to and in accordance with this Section 9.4.
(b) There shall not be any merger of any covenant, representation or warranty in any assignment, conveyance, transfer or document delivered pursuant hereto notwithstanding any rule of law, equity or statute to the contrary and all such rules are hereby waived.
(c) The representations and warranties of the Vendor and the Purchaser made herein or pursuant hereto are made for the exclusive benefit of the Purchaser or the Vendor, as the case may be, and are not transferable and may not be made the subject of any right of subrogation in favour of any other Person.
Enforcement of Representations and Warranties. Upon discovery by the Seller, the Depositor, the Servicer, the Master Servicer or a Responsible Officer of the Indenture Trustee or the Securities Administrator of a breach of any of the representations and warranties made by the Originator in the Mortgage Loan Sale and Contribution Agreement (attached hereto as Exhibit G), which materially and adversely affects the value of, or the interests of the Trust or the Noteholders in, the related Mortgage Loan, the party discovering such breach shall give prompt written notice to the Originator. Within sixty (60) days of its discovery or its receipt of notice of breach, the Indenture Trustee shall enforce the obligation of the Originator to use all reasonable efforts to cure such breach in all material respects or purchase such Mortgage Loan from the Trust or substitute an Eligible Substitute Mortgage Loan as provided in Section 3.2 of the Mortgage Loan Sale and Contribution Agreement for such Mortgage Loan. Any such purchase by the Originator shall be at the Purchase Price, and in each case shall be accomplished in the manner set forth in Section 3.1
