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

Remedies for Breach of Representations and Warranties of the Special Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Special Servicer to perform the servicing responsibilities as of the related Servicing Transfer Date hereunder and the delivery of the Servicing Files to the Special Servicer and shall inure to the benefit of the Depositor, the Master Servicer and the Trustee. Upon discovery by either the Special Servicer, the Master Servicer or the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Special Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Transferred Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interests of the Master Servicer or the Trustee, the party discovering such breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of representation or warranty set forth in Section 6.01(j), the grace period, if any, as set forth in Section 8.01(a)(iii)) the earlier of either discovery by or notice to the Special Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Special Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Transferred Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Special Servicer shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Special Servicer shall, at the Trustee’s or the Master Servicer’s option, assign the Special Servicer’s rights and obligations under this Agreement (or respecting the affected Transferred Mortgage Loans) to a successor special servicer. Such assignment shall be made in accordance with Sections 9.01 and 9.02. In addition, the Special Servicer shall indemnify the Master Servicer and the Trustee (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold each of them harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Special Servicer’s representations and warranties contained in Section 6.01. Any cause of action against the Special Servicer relating to or arising out of the breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such breach by the Special Servicer or notice thereof by the Master Servicer, the Depositor or the Trustee to the Special Servicer, (ii) failure by the Special Servicer to cure such breach within the applicable cure period, and (iii) demand upon the Special Servicer by the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Special Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Special Servicer to perform the servicing responsibilities as of the related Servicing Transfer Date hereunder and the delivery of the Servicing Files to the Special Servicer and shall inure to the benefit of the Depositor, the Master Servicer and the Trustee. Upon discovery by either the Special Servicer, the Master Servicer or the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Special Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Transferred Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interests of the Master Servicer or the Trustee, the party discovering such breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of representation or warranty set forth in Section 6.01(j), the grace period, if any, as set forth in Section 8.01(a)(iii)) the earlier of either discovery by or notice to the Special Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Special Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Transferred Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Special Servicer shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Special Servicer shall, at the Trustee’s or the Master Servicer’s option, assign the Special Servicer’s rights and obligations under this Agreement (or respecting the affected Transferred Mortgage Loans) to a successor special servicer. Such assignment shall be made in accordance with Sections 9.01 and 9.02Section 9.01. In addition, the Special Servicer shall indemnify the Master Servicer and the Trustee (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold each of them harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Special Servicer’s representations and warranties contained in Section 6.01. Any cause of action against the Special Servicer relating to or arising out of the breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such breach by the Special Servicer or notice thereof by the Master Servicer, the Depositor or the Trustee to the Special Servicer, (ii) failure by the Special Servicer to cure such breach within the applicable cure period, and (iii) demand upon the Special Servicer by the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Special Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Special Servicer to perform the servicing responsibilities as of the related Servicing Transfer Date hereunder and the delivery of the Servicing Files to the Special Servicer and shall inure to the benefit of the Depositor, the Master Servicer and the Trustee. Upon discovery by either the Special Servicer, the Master Servicer or the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Special Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Transferred Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interests of the Master Servicer or the Trustee, the party discovering such breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of representation or warranty set forth in Section 6.01(j), the grace period, if any, as set forth in Section 8.01(a)(iii)5 days) the earlier of either discovery by or notice to the Special Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Special Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Transferred Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Special Servicer shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Special Servicer shall, at the Trustee’s or the Master Servicer’s option, assign the Special Servicer’s rights and obligations under this Agreement (or respecting the affected Transferred Mortgage Loans) to a successor special servicer. Such assignment shall be made in accordance with Sections 9.01 and 9.02. In addition, the Special Servicer shall indemnify the Master Servicer and the Trustee (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold each of them harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Special Servicer’s representations and warranties contained in Section 6.01. Any cause of action against the Special Servicer relating to or arising out of the breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such breach by the Special Servicer or notice thereof by the Master Servicer, the Depositor or the Trustee to the Special Servicer, (ii) failure by the Special Servicer to cure such breach within the applicable cure period, and (iii) demand upon the Special Servicer by the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Special Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Special Servicer to perform the servicing responsibilities as of the related Servicing Transfer Date hereunder and the delivery of the Servicing Files to the Special Servicer and shall inure to the benefit of the Depositor, the Master Servicer and the Trustee. Upon discovery by either the Special Servicer, the Master Servicer or the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Special Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Transferred Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interests of the Master Servicer or the Trustee, the party discovering such breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of representation or warranty set forth in Section 6.01(j), the grace period, if any, as set forth in Section 8.01(a)(iii)) the earlier of either discovery by or notice to the Special Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Special Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Transferred Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Special Servicer shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Special Servicer shall, at the Trustee’s or the Master Servicer’s option, assign the Special Servicer’s rights and obligations under this Agreement (or respecting the affected Transferred Mortgage Loans) to a successor special servicer. Such assignment shall be made in accordance with Sections 9.01 and 9.02Section 9.01. In addition, the Special Servicer shall indemnify the Master Servicer and the Trustee (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold each of them harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Special Servicer’s representations and warranties contained in Section 6.01. Any cause of action against the Special Servicer relating to or arising out of the breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such breach by the Special Servicer or notice thereof by the Master Servicer, the Depositor or the Trustee to the Special Servicer, (ii) failure by the Special Servicer to cure such breach within the applicable cure period, and (iii) demand upon the Special Servicer by the Master Servicer or the Trustee for compliance with this Agreement.