Common use of Obligations in Respect of Alleged Breach of Originator Representations and Warranties Clause in Contracts

Obligations in Respect of Alleged Breach of Originator Representations and Warranties. (a) (i) The Trustee shall be obligated to pursue an action against an Originator in respect of any alleged breach of a representation and warranty set forth in the applicable Purchase Agreement or against the Seller if the Seller has an obligation to cure a breach, repurchase or substitute for or make an indemnification payment with respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement upon its receipt of (1) (A) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Senior Certificates, for so long as there is a Controlling Holder under this Agreement or (B) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates, if there is no Controlling Holder under this Agreement and (2) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the Trustee, and to provide any indemnification reasonably requested by the Trustee. The Trustee shall provide notice to the Controlling Holder prior to taking any such action. However, Certificateholders shall not have the right to require the Trustee to pursue any action with respect to any Mortgage Loan as to which a final and binding decision by an arbitrator has already been issued, regardless of the particular claims made. In connection with any such action described in this Section 2.05(a)(i), the Trustee shall seek reimbursement for its fees, costs and expenses from the applicable Originator under the terms of the related Purchase Agreement or from the Seller under the terms of the Mortgage Loan Purchase and Sale Agreement if directed to do so by the Certificateholders that provided such funds to the Trustee pursuant to the agreement described in clause (2) above. If the Trustee recovers any such fees, costs and expenses from the Originator or the Seller, as applicable, the Trustee shall pay such amounts to such Certificateholders. To the extent the Trustee is not reimbursed by the Originator or the Seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount.

Obligations in Respect of Alleged Breach of Originator Representations and Warranties. (a) (i) The For so long as there is a Controlling Holder under this Agreement, the Trustee shall be obligated to pursue an action against an Originator in respect of any an alleged breach by an Originator of a representation and warranty relating to the characteristics of the Mortgage Loans set forth in Section 3.03 of the applicable Purchase Servicing Agreement or against in respect of PHH Mortgage Corporation and Section 7.01 of the Seller if the Seller has an obligation to cure a breach, repurchase or substitute for or make an indemnification payment with Servicing Agreement in respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement of First Republic Bank only upon its receipt of (1) (Ai) written direction to do so by the Holders of more than 5066 2/3% of the Aggregate aggregate Voting Interests of the Senior Certificates, for so long as there is a Controlling Holder under this Agreement or (B) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates, if there is no Controlling Holder under this Agreement Class A-1 and Class A-IO Certificates and (2ii) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the TrusteeTrustee or the Master Servicer, and to provide any indemnification reasonably requested by the TrusteeTrustee and the Master Servicer. The Trustee shall provide notice to the Controlling Holder prior to taking any such action. However, Certificateholders shall not have the right to require the Trustee to pursue any action with respect to any Mortgage Loan as to which a final and binding decision by an arbitrator has already been issued, regardless of the particular claims made. In connection with any such action described in this Section 2.05(a)(i)action, the Trustee Master Servicer shall seek reimbursement for its fees, the Master Servicer’s costs and expenses from the applicable Originator under the terms of the related Purchase Agreement or Servicing Agreement. If the Master Servicer recovers any such costs and expenses from the Seller under Originator, the terms of the Mortgage Loan Purchase and Sale Agreement if directed Master Servicer will pay such amounts to do so by the Certificateholders that provided such funds to the Trustee pursuant to the agreement described in clause (2ii) above. If Costs and expenses incurred by the Trustee recovers any such fees, costs and expenses from the Originator or the Seller, as applicable, the Trustee Master Servicer pursuant to this Section 2.05(a) shall pay such amounts to such Certificateholders. To the extent the Trustee is not reimbursed by the Originator or the Seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund. The Trustee hereby directs the Master Servicer, subject and the Master Servicer hereby accepts such direction, to the limitation pursue any such claim in clause (Caccordance with this Section 2.05(a) on behalf of the definition of Available Distribution AmountTrustee.

Obligations in Respect of Alleged Breach of Originator Representations and Warranties. (a) (i) The For so long as there is a Controlling Holder under this Agreement, the Trustee shall be obligated may pursue an action against an Originator, or may direct the Master Servicer to pursue an action against an Originator in respect of any alleged breach of a representation and warranty set forth in the applicable Purchase Agreement or against the Seller if the Seller has an obligation to cure a breach, repurchase or substitute for or make an indemnification payment with respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement only upon its receipt of (1) (Ai) written direction to do so by the Holders of more than 5066 2/3% of the Aggregate aggregate Voting Interests of the Senior CertificatesClass 1-A1, for so long as there is a Controlling Holder under this Agreement or (B) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the CertificatesClass 1-AX, if there is no Controlling Holder under this Agreement Class 2-A1 and Class 2-AX Certificates and (2ii) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the TrusteeTrustee or the Master Servicer, and to provide any indemnification reasonably requested by the TrusteeTrustee and the Master Servicer. The Trustee shall provide notice to the Controlling Holder prior to taking any such action. However, Certificateholders shall not have the right to require the Trustee to pursue any action with respect to any Mortgage Loan as to which a final and binding decision by an arbitrator has already been issued, regardless of the particular claims made. In connection with any such action described in this Section 2.05(a)(i)action, the Trustee Master Servicer shall seek reimbursement for its fees, the Master Servicer’s costs and expenses from the applicable Originator under the terms of the related Purchase Agreement or Agreement. If the Master Servicer recovers any such costs and expenses from the Seller under Originator, the terms of the Mortgage Loan Purchase and Sale Agreement if directed Master Servicer will pay such amounts to do so by the Certificateholders that provided such funds to the Trustee pursuant to the agreement described in clause (2ii) above. If Costs and expenses incurred by the Trustee recovers any such fees, costs and expenses from the Originator or the Seller, as applicable, the Trustee Master Servicer pursuant to this Section 2.05(a) shall pay such amounts to such Certificateholders. To the extent the Trustee is not reimbursed by the Originator or the Seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund. The Trustee hereby directs the Master Servicer, subject and the Master Servicer hereby accepts such direction, to the limitation pursue any such claim in clause (Caccordance with this Section 2.05(a) on behalf of the definition of Available Distribution AmountTrustee.

Obligations in Respect of Alleged Breach of Originator Representations and Warranties. (a) (i) The For so long as there is a Controlling Holder under this Agreement, the Trustee shall be obligated may pursue an action against an Originator, or may direct the Master Servicer to pursue an action against an Originator in respect of any alleged breach of a representation and warranty set forth in the applicable Purchase Agreement or against the Seller if the Seller has an obligation to cure a breach, repurchase or substitute for or make an indemnification payment with respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement only upon its receipt of (1) (Ai) written direction to do so by the Holders of more than 5066 2/3% of the Aggregate aggregate Voting Interests of the Senior CertificatesClass 1-A1, for so long as there is a Controlling Holder under this Agreement or (B) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the CertificatesClass 1-AX, if there is no Controlling Holder under this Agreement Class 2-A1 and Class 2-AX Certificates and (2ii) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the TrusteeTrustee or the Master Servicer, and to provide any indemnification reasonably requested by the TrusteeTrustee and the Master Servicer. The Trustee shall provide notice to the Controlling Holder prior to taking any such action. However, Certificateholders shall not have the right to require the Trustee to pursue any action with respect to any Mortgage Loan as to which a final and binding decision by an arbitrator has already been issued, regardless of the particular claims made. In connection with any such action described in this Section 2.05(a)(i)action, the Trustee Master Servicer shall seek reimbursement for its fees, the Master Servicer's costs and expenses from the applicable Originator under the terms of the related Purchase Agreement or Agreement. If the Master Servicer recovers any such costs and expenses from the Seller under Originator, the terms of the Mortgage Loan Purchase and Sale Agreement if directed Master Servicer will pay such amounts to do so by the Certificateholders that provided such funds to the Trustee pursuant to the agreement described in clause (2ii) above. If Costs and expenses incurred by the Trustee recovers any such fees, costs and expenses from the Originator or the Seller, as applicable, the Trustee Master Servicer pursuant to this Section 2.05(a) shall pay such amounts to such Certificateholders. To the extent the Trustee is not reimbursed by the Originator or the Seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund. The Trustee hereby directs the Master Servicer, subject and the Master Servicer hereby accepts such direction, to the limitation pursue any such claim in clause (Caccordance with this Section 2.05(a) on behalf of the definition of Available Distribution AmountTrustee.

Obligations in Respect of Alleged Breach of Originator Representations and Warranties. (a) (i) The For so long as there is a Controlling Holder under this Agreement, the Trustee shall be obligated may pursue an action against an Originator, or may direct the Master Servicer to pursue an action against an Originator (other than an action against Xxxxx Fargo Bank, N.A., as Originator) in respect of any alleged breach of a representation and warranty set forth in the applicable Purchase Agreement or against the Seller if the Seller has an obligation to cure a breach, repurchase or substitute for or make an indemnification payment with respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement only upon its receipt of (1) (Ai) written direction to do so by the Holders of more than 5066 2/3% of the Aggregate aggregate Voting Interests of the Senior Certificates, for so long as there is a Controlling Holder under this Agreement or (B) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates, if there is no Controlling Holder under this Agreement Class A-1 and Class A-IO Certificates and (2ii) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the TrusteeTrustee or the Master Servicer, and to provide any indemnification reasonably requested by the TrusteeTrustee and the Master Servicer. The Trustee shall provide notice to the Controlling Holder prior to taking any such action. However, Certificateholders shall not have the right to require the Trustee to pursue any action with respect to any Mortgage Loan as to which a final and binding decision by an arbitrator has already been issued, regardless of the particular claims made. In connection with any such action described in this Section 2.05(a)(i)action, the Trustee Master Servicer shall seek reimbursement for its fees, the Master Servicer’s costs and expenses from the applicable Originator under the terms of the related Purchase Agreement or Agreement. If the Master Servicer recovers any such costs and expenses from the Seller under Originator, the terms of the Mortgage Loan Purchase and Sale Agreement if directed Master Servicer will pay such amounts to do so by the Certificateholders that provided such funds to the Trustee pursuant to the agreement described in clause (2ii) above. If Costs and expenses incurred by the Trustee recovers any such fees, costs and expenses from the Originator or the Seller, as applicable, the Trustee Master Servicer pursuant to this Section 2.05(a) shall pay such amounts to such Certificateholders. To the extent the Trustee is not reimbursed by the Originator or the Seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund. The Trustee hereby directs the Master Servicer, subject and the Master Servicer hereby accepts such direction, to the limitation pursue any such claim in clause (Caccordance with this Section 2.05(a) on behalf of the definition of Available Distribution AmountTrustee.

Obligations in Respect of Alleged Breach of Originator Representations and Warranties. (a) (i) The For so long as there is a Controlling Holder under this Agreement, the Trustee shall be obligated to pursue an action against an Originator in respect of any an alleged breach by an Originator of a representation and warranty relating to the characteristics of the Mortgage Loans set forth in Section 3.03 of the applicable Purchase Servicing Agreement or against in respect of PHH Mortgage Corporation and Section 7.01 of the Seller if the Seller has an obligation to cure a breach, repurchase or substitute for or make an indemnification payment with Servicing Agreement in respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement of First Republic Bank only upon its receipt of (1) (Ai) written direction to do so by the Holders of more than 5066 2/3% of the Aggregate aggregate Voting Interests of the Senior Certificates, for so long as there is a Controlling Holder under this Agreement or (B) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates, if there is no Controlling Holder under this Agreement Class A-1 and Class A-IO Certificates and (2ii) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the TrusteeTrustee or the Master Servicer, and to provide any indemnification reasonably requested by the TrusteeTrustee and the Master Servicer. The Trustee shall provide notice to the Controlling Holder prior to taking any such action. However, Certificateholders shall not have the right to require the Trustee to pursue any action with respect to any Mortgage Loan as to which a final and binding decision by an arbitrator has already been issued, regardless of the particular claims made. In connection with any such action described in this Section 2.05(a)(i)action, the Trustee Master Servicer shall seek reimbursement for its fees, the Master Servicer's costs and expenses from the applicable Originator under the terms of the related Purchase Agreement or Servicing Agreement. If the Master Servicer recovers any such costs and expenses from the Seller under Originator, the terms of the Mortgage Loan Purchase and Sale Agreement if directed Master Servicer will pay such amounts to do so by the Certificateholders that provided such funds to the Trustee pursuant to the agreement described in clause (2ii) above. If Costs and expenses incurred by the Trustee recovers any such fees, costs and expenses from the Originator or the Seller, as applicable, the Trustee Master Servicer pursuant to this Section 2.05(a) shall pay such amounts to such Certificateholders. To the extent the Trustee is not reimbursed by the Originator or the Seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund. The Trustee hereby directs the Master Servicer, subject and the Master Servicer hereby accepts such direction, to the limitation pursue any such claim in clause (Caccordance with this Section 2.05(a) on behalf of the definition of Available Distribution AmountTrustee.

Obligations in Respect of Alleged Breach of Originator Representations and Warranties. (a) (i) The For so long as there is a Controlling Holder under this Agreement, the Trustee shall be obligated may pursue an action against an Originator, or may direct the Master Servicer to pursue an action against an Originator (other than an action against Wxxxx Fargo Bank, N.A., as Originator) in respect of any alleged breach of a representation and warranty set forth in the applicable Purchase Agreement or against the Seller if the Seller has an obligation to cure a breach, repurchase or substitute for or make an indemnification payment with respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement only upon its receipt of (1) (Ai) written direction to do so by the Holders of more than 5066 2/3% of the Aggregate aggregate Voting Interests of the Senior Certificates, for so long as there is a Controlling Holder under this Agreement or (B) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates, if there is no Controlling Holder under this Agreement Class A-1 and Class A-IO Certificates and (2ii) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the TrusteeTrustee or the Master Servicer, and to provide any indemnification reasonably requested by the TrusteeTrustee and the Master Servicer. The Trustee shall provide notice to the Controlling Holder prior to taking any such action. However, Certificateholders shall not have the right to require the Trustee to pursue any action with respect to any Mortgage Loan as to which a final and binding decision by an arbitrator has already been issued, regardless of the particular claims made. In connection with any such action described in this Section 2.05(a)(i)action, the Trustee Master Servicer shall seek reimbursement for its fees, the Master Servicer's costs and expenses from the applicable Originator under the terms of the related Purchase Agreement or Agreement. If the Master Servicer recovers any such costs and expenses from the Seller under Originator, the terms of the Mortgage Loan Purchase and Sale Agreement if directed Master Servicer will pay such amounts to do so by the Certificateholders that provided such funds to the Trustee pursuant to the agreement described in clause (2ii) above. If Costs and expenses incurred by the Trustee recovers any such fees, costs and expenses from the Originator or the Seller, as applicable, the Trustee Master Servicer pursuant to this Section 2.05(a) shall pay such amounts to such Certificateholders. To the extent the Trustee is not reimbursed by the Originator or the Seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund. The Trustee hereby directs the Master Servicer, subject and the Master Servicer hereby accepts such direction, to the limitation pursue any such claim in clause (Caccordance with this Section 2.05(a) on behalf of the definition of Available Distribution AmountTrustee.