Common use of Remedies for Breach of Representations and Warranties; Repurchase Obligation Clause in Contracts

Remedies for Breach of Representations and Warranties; Repurchase Obligation. It is understood and agreed that the representations and warranties set forth in Sections 4.01 and 4.02 shall survive each sale of Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and subsequent transferees notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. With respect to the representations and warranties contained in Sections 4.01 and 4.02 which are made to the best of the Seller's knowledge or to the actual knowledge of the Seller, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the Purchaser's interest therein, then notwithstanding the Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, the Seller shall repurchase the related Mortgage Loan in accordance with this Section 4.04 as if the applicable representation or warranty was breached, subject to the terms and conditions of the Sale and Servicing Agreement. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty which materially and adversely affects the value of any Mortgage Loan or the Purchaser's interest therein, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured or is not cured or is not being diligently pursued as evidenced by a notice acceptable to the Purchaser, as evidenced by the Purchaser's agreement thereto, at the end of such 60-day period, the Seller shall, at the Purchaser's option, either (a) repurchase such Mortgage Loan at the Repurchase Price or (b) provide an Eligible Substitute Mortgage Loan, if the Seller has any such loans available for sale at the time subject to the terms and conditions of the Sale and Servicing Agreement. At the time of repurchase or substitution, the Purchaser and the Seller shall arrange for the assignment of such Mortgage Loan to the Seller and the delivery by the Purchaser to the Seller of the related Mortgage Files. In addition to such cure and repurchase obligation, the Seller shall indemnify the Purchaser 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 resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in this Article IV (notwithstanding any limitation in such representation and warranty as to the Seller's knowledge). It is understood and agreed that the obligations of the Seller set forth in this Section 4.04 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 4.04 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Sections 4.01 or 4.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with the relevant provisions of this Agreement.

Remedies for Breach of Representations and Warranties; Repurchase Obligation. It is understood and agreed that the representations and warranties set forth in Sections 4.01 and 4.02 shall survive each sale of Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and subsequent transferees and assignees notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. With respect to the representations and warranties contained in Sections 4.01 and 4.02 which are made to the best of the Seller's knowledge or to the actual knowledge of the Seller, if it is discovered by either the Seller Seller, the Indenture Trustee or the Issuer, or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the Purchaser's interest therein, then notwithstanding the Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, the Seller shall repurchase the related Mortgage Loan in accordance with this Section 4.04 as if the applicable representation or warranty was breached, subject to the terms and conditions of the Sale and Servicing Agreement. Upon discovery by either the Seller Seller, the Indenture Trustee, the Issuer or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty which materially and adversely affects the value of any Mortgage Loan or the Purchaser's interest therein, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured or is not cured or is not being diligently pursued as evidenced by a notice acceptable to the Purchaser, as evidenced by the Purchaser's agreement thereto, at the end of such 60-day period, the Seller shall, at the Purchaser's option, either (a) repurchase such Mortgage Loan at the Repurchase Loan Purchase Price or (b) provide an Eligible Substitute Mortgage Loan, if the Seller has any such loans available for sale at the time subject to the terms and conditions of the Sale and Servicing Agreement. At the time of repurchase or substitution, the Purchaser and the Seller shall arrange for the assignment of such Mortgage Loan to the Seller and the delivery by the Purchaser to the Seller of the related Mortgage Files. In addition to such cure and repurchase obligation, the Seller shall indemnify the Purchaser 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 resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in this Article IV (notwithstanding any limitation in such representation and warranty as to the Seller's knowledge). It is understood and agreed that the obligations of the Seller set forth in this Section 4.04 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 4.04 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Sections 4.01 or 4.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser Purchaser, the Indenture Trustee or the Insurer, or notice thereof by the Seller to the Purchaser, the Indenture Trustee or the Insurer, (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser Purchaser, the Indenture Trustee or the Insurer, for compliance with the relevant provisions of this Agreement.

Remedies for Breach of Representations and Warranties; Repurchase Obligation. It is understood and agreed that the representations and warranties set forth in Sections Section 4.01 and 4.02 shall survive each sale of Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and subsequent transferees notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. With respect to the representations and warranties contained in Sections 4.01 and 4.02 which are made to the best of the Seller's knowledge or to the actual knowledge of the Seller, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the Purchaser's interest therein, then notwithstanding the Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, the Seller shall repurchase the related Mortgage Loan in accordance with this Section 4.04 as if the applicable representation or warranty was breached, subject to the terms and conditions of the Sale and Servicing Agreement. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty which materially and adversely affects the value of any Mortgage Loan or the Purchaser's interest therein, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured or is not cured or is not being diligently pursued as evidenced by a notice acceptable to the Purchaser, as evidenced by the Purchaser's agreement thereto, at the end of such 60-day period, the Seller shall, at the Purchaser's option, either (a) repurchase such Mortgage Loan at the Repurchase Price Price, or (b) provide an Eligible Substitute Mortgage Loan, if the Seller has any such loans available for sale at the time subject to the terms and conditions of the Sale and Servicing Agreement. At the time of repurchase or substitution, the Purchaser and the Seller shall arrange for the assignment of such Mortgage Loan to the Seller and the delivery by the Purchaser to the Seller of the related Mortgage Files. In addition to such cure and repurchase obligation, the Seller shall indemnify the Purchaser 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 resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in this Article IV (notwithstanding any limitation in such representation and warranty as to the Seller's knowledge). It is understood and agreed that the obligations of the Seller set forth in this Section 4.04 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 4.04 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Sections 4.01 or 4.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with the relevant provisions of this Agreement.

Remedies for Breach of Representations and Warranties; Repurchase Obligation. It is understood and agreed that the representations and warranties set forth in Sections Section 4.01 and 4.02 shall survive each sale of Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and subsequent transferees notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage Loan File. With respect to the representations and warranties contained in Sections 4.01 and 4.02 which are made to the best of the SellerOriginator's knowledge or to the actual knowledge of the SellerOriginator, if it is discovered by either the Seller Originator or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the Purchaser's interest therein, then notwithstanding the SellerOriginator's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, the Seller Originator shall repurchase the related Mortgage Loan in accordance with this Section 4.04 as if the applicable representation or warranty was breached, subject to the terms and conditions of the Sale and Servicing Agreement. Upon discovery by either the Seller Originator or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of either discovery by or notice to the Seller respective Originator of any breach of a representation or warranty which materially and adversely affects the value of any Mortgage Loan or the Purchaser's interest therein, the Seller respective Originator shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured or is not cured or is not being diligently pursued as evidenced by a notice acceptable to the Purchaser, as evidenced by the Purchaser's agreement thereto, at the end of such 60-day period, the Seller respective Originator shall, at the Purchaser's option, either (a) repurchase such Mortgage Loan at the Repurchase Price Price, or (b) provide an Eligible Substitute Mortgage Loana Qualified Replacement Mortgage, if the Seller such Originator has any such loans available for sale at the time subject to the terms and conditions of the Sale and Servicing Agreement. At the time of repurchase or substitution, the Purchaser and the Seller respective Originator shall arrange for the assignment of such Mortgage Loan to the Seller respective Originator and the delivery by the Purchaser to the Seller respective Originator of the related Mortgage Loan Files. In addition to such cure and repurchase obligation, the Seller respective Originator shall indemnify the Purchaser 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 resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in this Article IV (notwithstanding any limitation in such representation and warranty as to the Sellersuch Originator's knowledge). It is understood and agreed that the obligations of the Seller set forth in this Section 4.04 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 4.04 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Sections 4.01 or 4.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with the relevant provisions of this Agreement.is

Remedies for Breach of Representations and Warranties; Repurchase Obligation. It is understood and agreed that the representations and warranties set forth in Sections 4.01 and 4.02 shall survive each sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and subsequent transferees its Assignees notwithstanding any restrictive or qualified endorsement on any related Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. With respect to the representations and warranties contained in Sections 4.01 and 4.02 which are made to the best of the Selleran Originator's knowledge or to the actual knowledge of the Selleran Originator, if it is discovered by either the Seller such Originator or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the Purchaser's interest therein, then notwithstanding the Sellersuch Originator's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, the Seller such Originator shall repurchase the related Mortgage Loan in accordance with this Section 4.04 as if the applicable representation or warranty was breached, subject to the terms and conditions of the Sale and Servicing Agreement. Upon discovery by either the Seller an Originator or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related any Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)or Purchaser's interest therein, the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of either discovery by or notice to the Seller an Originator of any breach of a representation or warranty by such Originator which materially and adversely affects the value of any Mortgage Loan or the Purchaser's interest therein, the Seller such Originator shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured or is not cured or is not being diligently pursued as evidenced by a notice acceptable to the Purchaser, as evidenced by the Purchaser's agreement thereto, at the end of such 60-day period, the Seller Originator shall, at the Purchaser's option, either (a) repurchase such Mortgage Loan at the Repurchase Loan Purchase Price therefor or (b) provide an Eligible Substitute substitute in lieu thereof a Qualified Replacement Mortgage Loan, if (provided that the Seller Originator has any such loans available for sale at the time time) and deliver to or upon the order of Purchaser the related Substitution Amount, all in accordance with and subject to the applicable terms and conditions of the Sale and Servicing Agreement. At the time of repurchase or substitution, the Purchaser and the Seller shall arrange for the assignment of such Mortgage Loan to the Seller and the delivery by the Purchaser to the Seller of the related Mortgage Files. In addition to such cure and repurchase obligation, the Seller shall indemnify the Purchaser 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 resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in this Article IV (notwithstanding any limitation in such representation and warranty as to the Seller's knowledge). It is understood and agreed that the obligations of the Seller set forth in this Section 4.04 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 4.04 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Sections 4.01 or 4.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with the relevant provisions of this Agreement.

Remedies for Breach of Representations and Warranties; Repurchase Obligation. It is understood and agreed that the representations and warranties set forth in Sections 4.01 and 4.02 shall survive each sale of Mortgage Loans by the Originators or the warehouse trust to the Purchaser and shall inure to the benefit of the Purchaser and subsequent transferees its Assignees notwithstanding any restrictive or qualified endorsement on any Mortgage Note related Credit Line Agreement or Assignment of Mortgage or the examination or failure to examine any Mortgage File. With respect to the representations and warranties contained in Sections 4.01 and 4.02 which are made to the best of the Selleran Originator's knowledge or to the actual knowledge of the Selleran Originator, if it is discovered by either the Seller such Originator or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the Purchaser's or any Assignee's interest therein, then notwithstanding the Sellersuch Originator's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, the Seller such Originator shall repurchase the related Mortgage Loan in accordance with this Section 4.04 as if the applicable representation or warranty was breached, subject to the terms and conditions of the Sale and Servicing Agreement. Upon discovery by either the Seller an Originator or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related any Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)or Purchaser's or any Assignee's interest therein, the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty which materially and adversely affects the value of any Mortgage Loan or the Purchaser's interest therein, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured or is not cured or is not being diligently pursued as evidenced by a notice acceptable to the Purchaser, as evidenced by the Purchaser's agreement thereto, at the end of such 60-day period, the Seller shall, at the Purchaser's option, either (a) repurchase such Mortgage Loan at the Repurchase Price or (b) provide an Eligible Substitute Mortgage Loan, if the Seller has any such loans available for sale at the time subject to the terms and conditions of the Sale and Servicing Agreement. At the time of repurchase or substitution, the Purchaser and the Seller applicable Originator shall arrange for the assignment to the applicable Originator of such the Mortgage Loan to the Seller be repurchased or replaced and the delivery by the Purchaser to the Seller applicable Originator of the related Mortgage FilesFile. In addition to such cure and repurchase obligation, the Seller Each Originator shall indemnify the and hold harmless Purchaser and hold it harmless its Assignees from and 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 by such Originator of the representations and warranties contained in this Article IV (notwithstanding any limitation in such representation and warranty as to the Sellersuch Originator's knowledge). It is understood and agreed that the obligations of the Seller each Originator set forth in this Section 4.04 either to cure or repurchase a defective any breach of the representations and warranties contained in this Article IV which materially and adversely affects the value of any Mortgage Loan or Purchaser's or any Assignee's (including the Trust's and the Indenture Trustee's) interest therein, or to repurchase the affected Mortgage Loan or substitute a Qualified Replacement Mortgage Loan in lieu thereof and to indemnify the and hold harmless Purchaser as provided in this Section 4.04 constitute the sole remedies of Purchaser or any Assignee of Purchaser (including the Purchaser Trust and the Indenture Trustee) respecting a breach by such Originator of the foregoing representations and warranties. Any cause of action against the Seller an Originator relating to or arising out of the breach by such Originator of any representations and warranties made in Sections 4.01 or and 4.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser Originator or notice thereof by the Seller Purchaser to the PurchaserOriginator, (ii) failure by the Seller Originator to cure such breach or to repurchase such Mortgage Loan or substitute a Qualified Replacement Mortgage Loan in lieu thereof as specified above, and (iii) demand upon the Seller Originator by the Purchaser for compliance with the relevant provisions of this Agreement.

Remedies for Breach of Representations and Warranties; Repurchase Obligation. It is understood and agreed that the representations and warranties set forth in Sections 4.01 and 4.02 shall survive each sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and subsequent transferees its Assignees notwithstanding any restrictive or qualified endorsement on any Mortgage Note related Credit Line Agreement or Assignment of Mortgage or the examination or failure to examine any Mortgage File. With respect to the representations and warranties contained in Sections 4.01 and 4.02 which are made to the best of the Selleran Originator's knowledge or to the actual knowledge of the Selleran Originator, if it is discovered by either the Seller such Originator or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the Purchaser's or any Assignee's interest therein, then notwithstanding the Sellersuch Originator's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, the Seller such Originator shall repurchase the related Mortgage Loan in accordance with this Section 4.04 as if the applicable representation or warranty was breached, subject to the terms and conditions of the Sale and Servicing Agreement. Upon discovery by either the Seller an Originator or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related any Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)or Purchaser's interest therein, the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of either discovery by or notice to the Seller an Originator of any breach of a representation or warranty by such Originator which materially and adversely affects the value of any Mortgage Loan or the Purchaser's or any Assignee's interest therein, the Seller such Originator shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured or is not cured or is not being diligently pursued as evidenced by a notice acceptable to the Purchaser, as evidenced by the Purchaser's agreement thereto, at the end of such 60-day period, the Seller Originator shall, at the Purchaser's option, either (a) repurchase such Mortgage Loan at the Repurchase Loan Purchase Price therefor or (b) provide an Eligible Substitute substitute in lieu thereof a Qualified Replacement Mortgage Loan, if Loan (provided that the Seller Originator has any such loans available for sale at the time time) and deliver to or upon the order of Purchaser the related Substitution Amount, all in accordance with and subject to the applicable terms and conditions of the Sale and Servicing Agreement. At the time of repurchase or substitution, the Purchaser and the Seller such Originator shall arrange for the assignment to such Originator of such Mortgage Loan to the Seller and the delivery by the Purchaser to the Seller such Originator of the related Mortgage FilesFile. In addition to such cure and repurchase obligation, the Seller Each Originator shall indemnify the and hold harmless Purchaser and hold it harmless its Assignees from and 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 by such Originator of the representations and warranties contained in this Article IV (notwithstanding any limitation in such representation and warranty as to the Sellersuch Originator's knowledge). It is understood and agreed that the obligations of the Seller each Originator set forth in this Section 4.04 either to cure or to repurchase or substitute a defective non-qualifying Mortgage Loan and to indemnify the and hold harmless 17 Purchaser as provided in this Section 4.04 constitute the sole remedies of the Purchaser respecting a breach by such Originator of the foregoing representations and warranties. Any cause of action against the Seller an Originator relating to or arising out of the breach by such Originator of any representations and warranties made in Sections 4.01 or and 4.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Seller Originator to the Purchaser, (ii) failure by the Seller Originator to cure such breach or to repurchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller Originator by the Purchaser for compliance with the relevant provisions of this Agreement.