Common use of Remedies for Breach of Representations and Warranties of the Owner Clause in Contracts

Remedies for Breach of Representations and Warranties of the Owner. It is understood and agreed that the representations and warranties set forth in Section 6.03 shall survive the engagement of the Servicer to perform the servicing responsibilities as of the Closing Dates and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Servicer. Upon discovery by either the Servicer or the Owner of a Breach of any of the foregoing representations and warranties which materially and adversely affects the value of the servicing contract established herein or the interest of the Servicer, the party discovering such Breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Owner of any Breach of a representation or warranty set forth in Section 6.03 which materially and adversely affects the value of the servicing contract, the Owner shall use its Best Efforts promptly to cure such Breach in all material respects. The Owner shall indemnify the Servicer and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses, including, without limitation, any reasonable legal fees and related expenses incurred by the Owner in connection with enforcing this indemnity, resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Owner representations and warranties contained in this Agreement. It is understood and agreed that the obligation of the Owner to indemnify the Servicer pursuant to this Section 6.04 constitutes the sole remedy of the Servicer respecting a Breach of the foregoing representation and warranties. Any cause of action against the Owner relating to or arising out of the Breach of any representations and warranties made in Section 6.03 shall accrue upon (i) discovery of such Breach by the Owner or notice thereof by the Servicer to the Owner, (ii) failure by the Owner to cure such Breach within the applicable cure period, and (iii) demand upon the Owner by the Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Owner. It is understood and agreed that the representations and warranties set forth in Section 6.03 shall survive the engagement of the Servicer to perform the servicing responsibilities as of the Closing Dates each Transfer Date and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Servicer. Upon discovery by either the Servicer or the Owner of a Breach breach of any of the foregoing representations and warranties which materially and adversely affects the value of the servicing contract established herein or the interest of the Servicer, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Owner of any Breach breach of a representation or warranty set forth in Section 6.03 which materially and adversely affects the value of the servicing contract, the Owner shall use its Best Efforts promptly to cure such Breach breach in all material respects. The Owner shall indemnify the Servicer and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses, including, without limitation, any reasonable legal fees and related expenses incurred by the Owner in connection with enforcing this indemnity, Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, (i) a Breach breach of the Owner representations and warranties contained in this Agreement; (ii) actions or omissions of a Prior Servicer; and (iii) the failure of the Owner to cause any event to occur which requires its "Best Efforts" under this Agreement. It is understood and agreed that the obligation of the Owner to indemnify the Servicer pursuant to this Section 6.04 constitutes the sole remedy of the Servicer respecting a Breach breach of the foregoing representation and warranties. Any cause of action against the Owner relating to or arising out of the Breach breach of any representations and warranties made in Section 6.03 shall accrue upon (i) discovery of such Breach breach by the Owner or notice thereof by the Servicer to the Owner, (ii) failure by the Owner to cure such Breach breach within the applicable cure period, and (iii) demand upon the Owner by the Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Owner. It is understood and agreed that the representations and warranties set forth in Section 6.03 shall survive the engagement of the Servicer to perform the servicing responsibilities as of the Closing Dates and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Servicer. Upon discovery by either the Servicer or the Owner of a Breach breach of any of the foregoing representations and warranties which materially and adversely affects the value of the servicing contract established herein or the interest of the Servicer, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Owner of any Breach breach of a representation or warranty set forth in Section 6.03 which materially and adversely affects the value of the servicing contract, the Owner shall use its Best Efforts promptly to cure such Breach breach in all material respects. The Owner shall indemnify the Servicer and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses, including, without limitation, any reasonable legal fees and related expenses incurred by the Owner in connection with enforcing this indemnity, Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, (i) a Breach breach of the Owner representations and warranties contained in this Agreement; (ii) the failure of the Owner to cause any event to occur which requires its Best Efforts under this Agreement or (iii) any failure by the Custodian or the Owner to deliver, within the time period and in the manner set forth in Section 2.04, original mortgage loan documents to the Servicer upon the Servicer's request. It is understood and agreed that the obligation of the Owner to indemnify the Servicer pursuant to this Section 6.04 constitutes the sole remedy of the Servicer respecting a Breach breach of the foregoing representation representations and warranties. Any cause of action against the Owner relating to or arising out of the Breach breach of any representations and warranties made in Section 6.03 shall accrue upon (i) discovery of such Breach breach by the Owner or notice thereof by the Servicer to the Owner, (ii) failure by the Owner to cure such Breach breach within the applicable cure period, and (iii) demand upon the Owner by the Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Owner. It is understood and agreed that the representations and warranties set forth in Section 6.03 shall survive the engagement of the Servicer to perform the servicing responsibilities as of the Closing Transfer Dates and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Servicer. Upon discovery by either the Servicer or the Owner of a Breach breach of any of the foregoing representations and warranties which materially and adversely affects the value of the servicing contract established herein or the interest of the Servicer, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Owner of any Breach breach of a representation or warranty set forth in Section 6.03 which materially and adversely affects the value of the servicing contract, the Owner shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects. The Owner shall indemnify the Servicer and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses, including, without limitation, including any reasonable legal fees and related expenses incurred by the Owner in connection with enforcing this indemnity, resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Owner representations and warranties contained in Sections 6.03 of this Agreement. It Upon a breach of any of the representations and warranties contained in Section 6.03 which materially and adversely affects the value of the servicing contract and which is understood not cured by the Owner as described herein, the Servicer may transfer servicing of the affected Mortgage Loans to the Owner or a successor servicer appointed by the Owner. With respect to the representations and agreed warranties described in Sections 6.03 that are made to the best of the Owner's knowledge, if it is discovered by the Owner or the Servicer that the obligation substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the Owner servicing contract, notwithstanding the Owner's lack of knowledge with respect to indemnify the Servicer pursuant to substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty and the remedies described in this Section 6.04 constitutes the sole remedy of the Servicer respecting a Breach of the foregoing representation and warrantiesshall apply to such breach. Any cause of action against the Owner relating to or arising out of the Breach breach of any representations and warranties made in Section 6.03 shall accrue upon (i) discovery of such Breach breach by the Owner or notice thereof by the Servicer to the Owner, (ii) failure by the Owner to cure such Breach breach within the applicable cure period, and (iii) demand upon the Owner by the Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Owner. It is understood and agreed that the representations and warranties set forth in Section 6.03 shall survive the engagement of the Servicer to perform the servicing responsibilities as of the Closing Dates each Transfer Date and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Servicer. Upon discovery by either the Servicer or the Owner of a Breach breach of any of the foregoing representations and warranties which materially and adversely affects the value of the servicing contract established herein or the interest of the Servicer, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Owner of any Breach breach of a representation or warranty set forth in Section 6.03 which materially and adversely affects the value of the servicing contract, the Owner shall use its Best Efforts promptly to cure such Breach breach in all material respects. The Owner shall indemnify the Servicer and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses, including, without limitation, any reasonable legal fees and related expenses incurred by the Owner in connection with enforcing this indemnity, Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, (i) a Breach breach of the Owner representations and warranties contained in this Agreement; (ii) actions or omissions of a Prior Servicer; and (iii) the failure of the Owner to cause any event to occur which requires its “Best Efforts” under this Agreement. It is understood and agreed that the obligation of the Owner to indemnify the Servicer pursuant to this Section 6.04 constitutes the sole remedy of the Servicer respecting a Breach breach of the foregoing representation and warranties. Any cause of action against the Owner relating to or arising out of the Breach breach of any representations and warranties made in Section 6.03 shall accrue upon (i) discovery of such Breach breach by the Owner or notice thereof by the Servicer to the Owner, (ii) failure by the Owner to cure such Breach breach within the applicable cure period, and (iii) demand upon the Owner by the Servicer for compliance with this Agreement.