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

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Wmc3), Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Nc2), Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Wmc1)

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Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections Section 3 and 4 hereof shall be as set forth in Subsection 3.01 Section 4(b) of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In additionaddition to the foregoing, in the event that a breach of any representation of the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or affects the interests of the Trust Assignor in any prepayment penalty or the collectability of such prepayment penalty, the Company shall pay the amount of the scheduled prepayment penalty to the Assignor upon the payoff of any related mortgage loansAssigned Loan. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 4 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Notwithstanding the foregoing, the Assignor hereby acknowledges and agrees that a may, at its option, satisfy any obligation of the Company with respect to any breach of any one of representation and warranty made by the representations set forth in Section 3 above will be deemed to materially adversely affect Company regarding the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s)Loans.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe3), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections Section 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, It is understood by the Company hereby acknowledges and agrees parties hereto that any a breach of the representations set forth and warranties made in Section Subsections 3.02 (ee), (iiiuu), (nnnvv), (ww), (dddccc) and (rrrggg) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans loan or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s). Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loans.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He4), Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He2), Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He3)

Remedies for Breach of Representations and Warranties. a. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Sale and Servicing Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition. b. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by LaSalle, the Company hereby acknowledges and agrees that any breach not individually or personally but solely on behalf of the representations set forth Trust, as the assignee, in Section 3.02 the exercise of the powers and authority conferred and vested in it, as Trustee, pursuant to the Pooling and Servicing Agreement, (ee)ii) each of the representations, undertakings and agreements herein made on the part of assignee is made and intended not as personal representations, undertakings and agreements by LaSalle but is made and intended for the purpose of binding only the Trust, (iii)) nothing herein contained shall be construed as creating any liability for LaSalle, individually or personally, to perform any covenant (nnn), (ww), (dddeither express or implied) contained herein and (rrriv) under no circumstances shall LaSalle be personally liable for the payment of any indebtedness or expenses of the Purchase Trust, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement and Section 1(e(v) hereof all recourse for any payment liability or other obligation of the assignee shall be deemed had solely to materially and adversely affect the value assets of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 3 contracts

Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-3ar)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 9.03 of the Purchase and Warranties Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition) as provided in the Purchase and Warranties Agreement and as assigned to the Trust under this Agreement; provided, however, that in no event shall the Company hereby acknowledges and agrees that be required to pay the Repurchase Price with respect to any breach Mortgage Loan more than once in connection with the repurchase of any Mortgage Loan pursuant to the representations set forth in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) terms of the Purchase and Warranties Agreement as assigned to the Trust under this Agreement, or to provide indemnification to any party (other than the Trust, and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests any agent acting on behalf of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer Trustee, acting on behalf of the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 any of the Pooling Company’s representations, warranties or covenants under the Purchase and Warranties Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of assigned to the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s)Trust under this Agreement.

Appears in 2 contracts

Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee), (iiiuu), (nnnvv), (ww), (dddccc) and (rrrggg) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1), Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servicer and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.04 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition; provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company hereby acknowledges and agrees that any breach shall pay the amount of the representations set forth scheduled Prepayment Charge by remitting such amount to the Servicer for deposit into the Collection Account in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) respect of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loanssuch Prepayment Charge. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servicer and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-1), Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections Section 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, It is understood by the Company hereby acknowledges and agrees parties hereto that any a breach of the representations set forth and warranties made in Section Sections 3.02 (h), (n), (ee), (pp), (uu), (vv), (ccc), (ggg), (hhh), (iii), (nnnjjj), (wwooo), (dddrrr) and or (rrrsss) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans loan or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s). Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loans.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He4), Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He5)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the a Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 3(g) hereof and Section 7.02 (eexliv)(a), (iiixliv)(b), (nnnxliv)(c), (wwlxiii), (dddlxix), (xlvii), the first three sentences of (lv), (lix) and (rrrlx) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master a Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The In addition, the Assignor hereby acknowledges and agrees that a any breach of any one of the representations set forth in Section 3 above will 5 (d) and (e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the certificateholders and shall require a repurchase of Trust in the affected Mortgage Loan(s)related mortgage loans.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 Section 2 hereof shall be as set forth in Subsection 3.01 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 Xxxxxxx 0.00 (eex), (iiix), (nnnxx), (wwxx), (dddxx), (xx), (xxx), (xxx), (xxx), (xxx) and or (rrrooo) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He4), Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He3)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator, the Servicer and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 Section III(1) and 4 hereof III(2) above shall be as set forth in Subsection 3.01 Section 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator, the Servicer and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof III(4) above shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 III(4) above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Am3), Pooling and Servicing Agreement (MASTR Asset-Backed Securities Trust 2006-Am2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Servicer Servicers acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition; provided, however, with respect to any breach of any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company hereby acknowledges and agrees that any breach shall pay the amount of the representations set forth scheduled Prepayment Charge by remitting such amount to the Servicers for deposit into the Collection Account in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) respect of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loanssuch Prepayment Charge. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer Servicers acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Finance America Mortgage Loan Trust 2004-3), Pooling and Servicing Agreement (Soundview Home Loan Trust 2004-1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section Sections 3.02 (ee), (iiipp), (nnnuu), (wwvv), (dddccc), (ggg) and (rrryyy) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in certificateholders and shall require a repurchase of the related mortgage loansaffected Mortgage Loan(s). The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Assignor hereby acknowledges or as to which the Assignor has no knowledge, if it is discovered that the substance of any such representation and agrees that warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Assignee or the Assignee’s, designee or transferee, then notwithstanding the Assignor’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of any one of the representations set forth applicable representation and warranty and the Assignor shall take such action described above in Section 3 above will be deemed to materially adversely affect the interests 5 of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s)this Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-A)

Remedies for Breach of Representations and Warranties. a. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Sale and Servicing Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition. b. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by LaSalle, the Company hereby acknowledges and agrees that any breach not individually or personally but solely on behalf of the representations set forth Trust, as the assignee, in Section 3.02 the exercise of the powers and authority conferred and vested in it, as Trustee, pursuant to the Pooling and Servicing Agreement, (ee)ii) each of the representations, undertakings and agreements herein made on the part of assignee is made and intended not as personal representations, undertakings and agreements by LaSalle but is made and intended for the purpose of binding only the Trust, (iii)) nothing herein contained shall be construed as creating any liability for LaSalle, individually or personally, to perform any covenant (nnn), (ww), (dddeither express or implied) contained herein and (rrriv) under no circumstances shall LaSalle be personally liable for the payment of any indebtedness or expenses of the Purchase Trust, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement and Section 1(e(v) hereof all recourse for any payment liability or other obligation of the assignee shall be deemed had solely to materially and adversely affect the value assets of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Assignor hereby acknowledges or as to which the Assignor has no knowledge, if it is discovered that the substance of any such representation and agrees that warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Assignee or the Assignee’s, designee or transferee, then notwithstanding the Assignor’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of any one of the representations set forth applicable representation and warranty and the Assignor shall take such action described above in Section 3 above will be deemed to materially adversely affect the interests 5 of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s)this Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-A)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.02 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 7.02 (eexlvi), (iiixlix), (nnnlvi), (wwlviii), (dddlxi), (lxviii), (lxvi) and (rrrlxix) of the Purchase Agreement and Section 1(e3(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The In addition, the Assignor hereby acknowledges and agrees that a any breach of any one of the representations set forth in Section 3 above will 5(d) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the certificateholders and shall require a repurchase of Trust in the affected Mortgage Loan(s)related mortgage loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Fx1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein); provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company shall pay the amount of the scheduled Prepayment Charge by remitting such amount to the Servicer for deposit into the Collection Account in respect of such Prepayment Charge. In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 7.03a (ee40), (iii46), (nnn54), (ww56), (ddd57) and (rrr63) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The In addition, the Assignor hereby acknowledges and agrees that a any breach of any one of the representations set forth in Section 3 above will 5 (e) and (f) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the certificateholders and shall require a repurchase of Trust in the affected Mortgage Loan(s)related mortgage loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-He4)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections Section 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, It is understood by the Company hereby acknowledges and agrees parties hereto that any a breach of the representations set forth and warranties made in Section Sections 3.02 (h), (n), (ee), (pp), (uu), (vv), (ccc), (ggg), (hhh), (iii), (nnnjjj), (wwooo), (dddrrr) and or (rrrsss) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans loan or the interests of the Trust in the related mortgage loans. The Company shall repurchase any Mortgage Loan sold to the Assignor for which the first monthly payment due in October 2006 or November 2006 becomes 30 days past due (each, a “Delinquent Loan”) or, in lieu of repurchase of a Delinquent Loan by the Company, the Assignor and the Company may agree to a substitution of another Mortgage Loan for any Delinquent Loan. Any such substituted Mortgage Loan will be subject to the Assignor’s acceptability. Such repurchase will be made at the Repurchase Price (as defined in the Purchase Agreement). The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s). Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He5)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections Section 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, It is understood by the Company hereby acknowledges and agrees parties hereto that any a breach of the representations set forth and warranties made in Section Sections 3.02 (h), (n), (ee), (pp), (uu), (vv), (ccc), (ggg), (hhh), (iii), (nnnooo), (ww), kkk) or (ddd) and (rrrsss) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans loan or the interests of the Trust in the related mortgage loans. The Company shall repurchase any Mortgage Loan sold to the Assignor for which the first monthly payment due in October 2006 or November 2006 becomes 30 days past due (each, a “Delinquent Loan”) or, in lieu of repurchase of a Delinquent Loan by the Company, the Assignor and the Company may agree to a substitution of another Mortgage Loan for any Delinquent Loan. Any such substituted Mortgage Loan will be subject to the Assignor’s acceptability. Such repurchase will be made at the Repurchase Price (as defined in the Purchase Agreement). The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s). Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He4)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections Section 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, It is understood by the Company hereby acknowledges and agrees parties hereto that any a breach of the representations set forth and warranties made in Section Sections Sections 3.02 (h), (n), (ee), (pp), (uu), (vv), (ccc), (ggg), (hhh), (iii), (nnnjjj), (wwooo), (dddrrr) and or (rrrsss) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans loan or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s). Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He4)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the a Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 3(g) hereof and Section 7.02 (eexliv)(a), (iiixliv)(b), (nnnxliv)(c), (wwlxiii), (dddlxix), (xlvii), the first three sentences of (lv), (lix) and (rrrlx) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master a Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The In addition, the Assignor hereby acknowledges and agrees that a any breach of any one of the representations set forth in Section 3 above will 5 (d) and (e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the certificateholders Trust in the related mortgage loans. In addition, in the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date (as defined in the Purchase Agreement) and the initial Monthly Payment is not made by the related Mortgagor within thirty (30) days of such Due Date or (ii) the first Monthly Payment on any Mortgage Loan due following the Cut-off Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, then, in each such case, the Company shall require a repurchase of the affected Mortgage Loan(sLoans at the Repurchase Price (as defined in the Purchase Agreement), which shall be paid as provided for in Subsection 7.03 of the Purchase Agreement. The Assignor agrees to notify the Company within ninety (90) days following the date on which any Mortgage Loan to be repurchased hereunder becomes thirty (30) days delinquent of the occurrence of such default under this Section 6.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-He3)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 3.1 (eek), (iiio), (nnnii), (wwss), (dddtt), (vv), (yy), (aaa), (bbb), (jjj), (ooo) and (rrrppp) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s). Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.02 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 7.02 (eexlvi), (iiilviii), (nnnlxviii), (wwxlix), (dddlvi), (lxi), (lxix) and (rrrlxvi) of the Purchase Agreement and Section 1(e3(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The In addition, the Assignor hereby acknowledges and agrees that a any breach of any one of the representations set forth in Section 3 above will 5(d) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the certificateholders and shall require a repurchase of Trust in the affected Mortgage Loan(s)related mortgage loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-He4)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.3 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section 3.02 Sections 3.1 (eek), (iiiii), (nnnss), (wwtt), (dddyy) and (rrrjjj) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in certificateholders and shall require a repurchase of the related mortgage loansaffected Mortgage Loan(s). The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 3.02(e), (h) (first sentence), (n) (clause (v)), (ee) (third and fifth sentences), (pp), (uu), (vv) (second sentence), (bbb), (ccc), (ggg) (with respect to Georgia), (hhh) (first two sentences), (iii), (nnnkkk) (second sentence), (ww), nnn) or (ddd) and (rrrooo) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He3)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 Section 2 hereof shall be as set forth in Subsection 3.01 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (h), (n), (ee), (pp), (uu), (vv), (ggg), (hhh), (iii), (nnn), jjj) or (ww), (ddd) and (rrrooo) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2007-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.05 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). Notwithstanding anything to the contrary contained herein, it is understood by the parties hereto that a breach of the representations and warranties made in Subsections 7.04 (viii), (xl), (xlvi), (xlix), (lvi), (lviii), (lxii), (lxi), (lxiii), (lxiv), (lix), (lxxi), (lxxvii), (lxxxii) and (lxxxvi) of the Purchase Agreement will be deemed to materially and adversely affect the value of the related Mortgage Loan or the interest of the Assignor therein. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company Assignor hereby acknowledges and agrees that a breach of any breach of the representations and warranties set forth in Section 3.02 (ee5(d), (iiie), (nnnf), (ww), (dddg) and (rrrh) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans Mortgage Loan or the interests interest of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s)therein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Opt5)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the a Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 7.02 (eeliv), (iiilvii), (nnnlxiii), (wwlxiv), (dddlxv), (lxvi), (lxviii), (lxix) and (rrrlxx) of the Purchase Agreement and in Section 1(e3 (g) hereof herein shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master a Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The In addition, the Assignor hereby acknowledges and agrees that a any breach of any one of the representations set forth in Section 3 above will 5 (a) and (d) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the certificateholders and shall require a repurchase Trust in the related mortgage loans. Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the affected Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loan(s)Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section Sections 3.02 (ee), (iiipp), (nnnvv), (wwccc), (dddggg) and (rrrooo) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value interest of the related mortgage loans or the interests certificateholders and shall require a repurchase of the Trust in the related mortgage loansaffected Mortgage Loans(s). The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).. MISCELLANEOUS

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Servicer Servicers acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition; provided, however, with respect to any breach of any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company hereby acknowledges and agrees that any breach shall pay the amount of the representations set forth scheduled Prepayment Charge by remitting such amount to the Servicers for deposit into the Collection Account in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) respect of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loanssuch Prepayment Charge. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer Servicers acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).MISCELLANEOUS -------------

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Finance America Mortgage Loan Trust 2004-2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, It is understood by the Company hereby acknowledges and agrees parties hereto that any a breach of the representations set forth and warranties made in Section Subsections 3.02 (h), (n), (ee), (iiipp), (nnnuu), (wwvv), (dddbbb), (ccc), (ggg), (jjj), (kkk), (yyy), (dddd) and (rrreeee) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans Mortgage Loan or the interests interest of the Trust in the related mortgage loansPurchaser therein. The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section 3.02 (eeXxxxxxxx 0.00(xx), (iiixx), (nnnxx), (wwxx), (dddxxx), (xxx), (xxx) and (rrrooo) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in certificateholders and shall require a repurchase of the related mortgage loansaffected Mortgage Loan(s). The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 Sections 5(b), (c), or (d) above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2005-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section 3.02 (eeXxxxxxxx 0.00(xx), (iiixx), (nnnxx), (wwxx), (dddxxx), (xxx), (xxx) and (rrrooo) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in certifiateholders and shall require a repurchase of the related mortgage loansaffected Mortgage Loan(s). The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby further acknowledges and agrees that a breach of any one of the representations set forth in Section 3 Sections 5(b), (c) or (d) above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2005-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections Section 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, It is understood by the Company hereby acknowledges and agrees parties hereto that any a breach of the representations set forth and warranties made in Section Sections 3.02 (h), (n), (ee), (pp), (uu), (vv), (ccc), (ggg), (hhh), (iii), (nnnjjj), (wwooo), (dddrrr) and or (rrrsss) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans loan or the interests of the Trust in the related mortgage loans. The Company shall repurchase any Mortgage Loan sold to the Assignor for which the first monthly payment due in September 2006 or October 2006 becomes 30 days past due (each, a “Delinquent Loan”) or, in lieu of repurchase of a Delinquent Loan by the Company, the Assignor and the Company may agree to a substitution of another Mortgage Loan for any Delinquent Loan. Any such substituted Mortgage Loan will be subject to the Assignor’s acceptability. Such repurchase will be made at the Repurchase Price (as defined in the Purchase Agreement). The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s). Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He4)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein); provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company shall pay the amount of the scheduled Prepayment Charge by remitting such amount to the Servicers for deposit into the Collection Account in respect of such Prepayment Charge. In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee)7.03(a) 46, (iii)54, (nnn)57, (ww)65, (ddd) 66, 67, 68, 70, 71, 72 and (rrr) 74 of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The In addition, the Assignor hereby acknowledges and agrees that a any breach of any one of the representations set forth in Section 3 above will Xxxxxxx 0 (x), (x), (x), (x) and (g) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the certificateholders and shall require a repurchase Trust in the related mortgage loans. Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the affected Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loan(s)Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Fx1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servicer and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee), (iiipp), (nnnuu), (wwvv), (dddccc), (fff) and (rrrmmm) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator, the Servicer and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s). Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition; provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company hereby acknowledges and agrees that any breach shall pay the amount of the representations set forth scheduled Prepayment Charge by remitting such amount to the Servicer for deposit into the Collection Account in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) respect of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loanssuch Prepayment Charge. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The In addition to the foregoing, within 120 days of the earlier of discovery by the Assignor hereby acknowledges and agrees that a or receipt of notice by the Assignor of (i) the breach of any one representation or warranty of the representations Company set forth in Section 3 above will be deemed to 7.02 of the Purchase Agreement which materially and adversely affect affects the interests of the certificateholders and shall require a repurchase Certificateholders in any of the affected Mortgage Loan(s).Loan and for which the Company has failed to cure such breach in accordance with the terms of the Purchase Agreement and (ii)(a) the fact that the Company is no longer an operating company or (b) an Officers' Certificate certifying to the fact that the Company is financially unable to cure such breach pursuant to the terms of the Purchase Agreement, the Assignor shall take such action described in Section 2.03 of the Pooling Agreement in respect of such Mortgage Loan. Such obligation of the Assignor shall continue until such time that the Rating Agencies inform the Assignee and the Assignor in writing that such obligation is no longer required in order for the Rating Agencies to maintain their then-current ratings on the Certificates. MISCELLANEOUS

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2005-1)

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Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein); provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company shall pay the amount of the scheduled Prepayment Charge by remitting such amount to the Servicers for deposit into the Collection Account in respect of such Prepayment Charge. In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee)7.03(a) 46, (iii)54, (nnn)57, (ww)65, (ddd) 66, 67, 68, 70, 71, 72 and (rrr) 74 of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The In addition, the Assignor hereby acknowledges and agrees that a any breach of any one of the representations set forth in Section 3 above will 5 (b), (e), (f), (g) and (h) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the certificateholders and shall require a repurchase Trust in the related mortgage loans. Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the affected Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loan(s)Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, It is understood by the Company hereby acknowledges and agrees parties hereto that any a breach of the representations set forth and warranties made in Section Subsections 3.02 (h), (n), (ee), (iiipp), (nnnuu), (wwvv), (dddbbb), (ccc), (ggg), (jjj), (kkk), (yyy), (dddd) and (rrreeee) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans Mortgage Loan or the interests interest of the Trust in the related mortgage loansPurchaser therein. The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).. MISCELLANEOUS

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition; provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company hereby acknowledges and agrees that any breach shall pay the amount of the representations set forth scheduled Prepayment Charge by remitting such amount to the Servicer for deposit into the Collection Account in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) respect of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loanssuch Prepayment Charge. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).forth

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2005-4, Asset-Backed Certificates, Series 2005-4)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.04 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition; provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company hereby acknowledges and agrees that any breach shall pay the amount of the representations set forth scheduled Prepayment Charge by remitting such amount to the Servicer for deposit into the Collection Account in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) respect of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loanssuch Prepayment Charge. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-A)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company Assignor hereby acknowledges and agrees that a breach of any breach of the representations and warranties set forth in Section 3.02 (ee5(e), (iiif), (nnn), (ww), (dddg) and (rrrh) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans Mortgage Loan or the interests interest of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s)therein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Wmc1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section Sections 3.02 (ee), (iiipp), (nnnvv), (wwccc), (dddggg) and (rrrooo) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value interest of the related mortgage loans or the interests certificateholders and shall require a repurchase of the Trust in the related mortgage loansaffected Mortgage Loans(s). The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.3 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section 3.02 (eeSections 3.1(k), (iiiii), (nnnss), (wwtt), (dddyy) and (rrrzz) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in certificateholders and shall require a repurchase of the related mortgage loansaffected Mortgage Loan(s). The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).. MISCELLANEOUS

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section 3.02 (eeSections 7.02(tt), (iiiuu), (nnnvv), (wwxx), (dddeee), (fff) and (rrrwww) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in certificateholders and shall require a repurchase of the related mortgage loansaffected Mortgage Loan(s). The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 Sections 5(b), (c), (d) or (e) above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2005-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.3 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section 3.02 (eeSections 3.1(k), (iiiii), (nnnss), (wwtt), (dddyy) and (rrrzz) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in certificateholders and shall require a repurchase of the related mortgage loansaffected Mortgage Loan(s). The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section Sections 3.02 (ee), (iiipp), (nnnuu), (wwvv), (dddccc), (ggg) and (rrryyy) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in certificateholders and shall require a repurchase of the related mortgage loansaffected Mortgage Loan(s). The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).. MISCELLANEOUS

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition; provided, the Company hereby acknowledges and agrees that any however, with respect to a breach of the representations representation set forth in Section 3.02 (ee), (iii), (nnn), (ww), (ddd7.02(lv) and (rrr) of the Purchase Agreement and Section 1(e) hereof shall be deemed to which materially and adversely affect the value of the related mortgage loans or affects the interests of any Prepayment Charge, the Trust Company shall pay the amount of the scheduled Prepayment Charge by remitting such amount to the Servicer for deposit into the Collection Account in the related mortgage loansrespect of such Prepayment Charge. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer Servicers acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2005-A)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections Section 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, It is understood by the Company hereby acknowledges and agrees parties hereto that any a breach of the representations set forth and warranties made in Section Sections 3.02 (h), (n), (ee), (pp), (uu), (vv), (ccc), (ggg), (hhh), (iii), (nnnjjj), (wwooo), (dddrrr) and or (rrrsss) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans loan or the interests of the Trust in the related mortgage loans. The Company shall repurchase any Mortgage Loan sold to the Assignor for which (a) the first monthly payment due to the Assignor following the related Closing Date or (b) the first scheduled monthly payment due following the related Closing Date, in either case, becomes 30 days past due (each, a “Delinquent Loan”). Such repurchase will be made at the Repurchase Price (as defined in the Purchase Agreement). The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Notwithstanding the foregoing, the Assignor hereby acknowledges and agrees that a may, at its option, satisfy any obligation of the Company with respect to any breach of any one of representation and warranty made by the representations set forth in Section 3 above will be deemed to materially adversely affect Company regarding the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s)Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2007-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.3 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section 3.02 Sections 3.1 (eek), (iiiii), (nnnss), (wwtt), (dddyy) and (rrrjjj) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in certificateholders and shall require a repurchase of the related mortgage loansaffected Mortgage Loan(s). The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 5 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).. MISCELLANEOUS

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Assignor hereby acknowledges or as to which the Assignor has no knowledge, if it is discovered that the substance of any such representation and agrees that warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Assignee or the Assignee’s, designee or transferee, then notwithstanding the Assignor’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of any one of the representations set forth applicable representation and warranty and the Assignor shall take such action described above in Section 3 above will be deemed to materially adversely affect of this Agreement. Notwithstanding the interests foregoing, the Assignor may, at its option, satisfy any obligation of the certificateholders Company with respect to any breach of representation and shall require a repurchase of warranty made by the affected Company regarding the Mortgage Loan(s)Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition; provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company hereby acknowledges and agrees that any breach shall pay the amount of the representations set forth scheduled Prepayment Charge by remitting such amount to the Servicer for deposit into the Collection Account in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) respect of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loanssuch Prepayment Charge. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Asset Backed Pass-Through Certificates, Series 2005-He 1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator, the Master Servcer and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 2, 3 and 4 hereof shall be as set forth in Subsection 3.01 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 Secxxxx 0.00 (eex), (iiix), (nnnxx), (wwxx), (dddxx), (xxx), (xxx), (xxx), (xxx), (xxx), (ooo), (rrr) and (rrrsss) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s). Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Servicer Servicers acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition; provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company hereby acknowledges and agrees that any breach shall pay the amount of the representations set forth scheduled Prepayment Charge by remitting such amount to the Servicers for deposit into the Collection Account in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) respect of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loanssuch Prepayment Charge. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer Servicers acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2004-1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the a Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee3(g), (iiih), (nnni), (wwj), (dddk) and (rrrl) hereof and Section 7.02 (xliv)(a), (xliv)(b), (xliv)(c), (xlvii), (lxiii), (lxix), the first three sentences of (lv), (lix) and (lx) of the Purchase Agreement shall be deemed to materially and adversely affect the value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee, the Trust Administrator and a Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 1(e5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. In addition, the Assignor hereby acknowledges and agrees that any breach of the representations set forth in Section 5 (d) and (e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-He3)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein); provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company shall pay the amount of the scheduled Prepayment Charge by remitting such amount to the Servicer for deposit into the Collection Account in respect of such Prepayment Charge. In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee)7.03(a) 46, (iii)54, (nnn)57, (ww)65, (ddd) 66, 67, 68, 70, 71, 72 and (rrr) 74 of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The In addition, the Assignor hereby acknowledges and agrees that a any breach of any one of the representations set forth in Section 3 above will Xxxxxxx 0 (x), (x), (x), (x), (x) and (h) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the certificateholders and shall require a repurchase Trust in the related mortgage loans. Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the affected Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loan(s)Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Amc1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 3.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the The Company hereby further acknowledges and agrees that a breach of any breach one of the representations set forth in Section 3.02 (eeSections 3.02(ee), (iiipp), (nnnuu), (wwvv), (dddccc), (ggg), (vvv) and (rrryyy) of the Purchase Agreement and Section 1(e) hereof shall will be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in certificateholders and shall require a repurchase of the related mortgage loansaffected Mortgage Loan(s). The Assignor hereby acknowledges and agrees that the remedies available to the the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling and Servicing Agreement as if they were set forth hereinherein (including without limitation the repurchase obligations set forth therein). The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 Sections 5(b), (c) or (d) above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2005-He2)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 (ee), (iiiuu), (nnnvv), (ww), (dddccc) and (rrrggg) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-Fre1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 3.02(h), Section 3.02(n)(iv), the second sentence of Section 3.02(ee), Section 3.02(bbb)(iv), Sections 3.02(ccc) and (eeeee), Section 3.02(hhh)(a) and(b), or Sections 3.02(kkk), (iiilll), (nnn), (wwooo), (dddppp) and or (rrrdddd) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He3)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.04 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition; provided, however, with respect to any representation of the Company which materially and adversely affects the interests of any Prepayment Charge, the Company hereby acknowledges and agrees that any breach shall pay the amount of the representations set forth scheduled Prepayment Charge by remitting such amount to the Servicer for deposit into the Collection Account in Section 3.02 (ee), (iii), (nnn), (ww), (ddd) and (rrr) respect of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loanssuch Prepayment Charge. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee Trustee, the Trust Administrator and the Master Servicer acting on the Trust’s 's behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. The Assignor hereby acknowledges and agrees that a breach of any one of the representations set forth in Section 3 above will be deemed to materially adversely affect the interests of the certificateholders and shall require a repurchase of the affected Mortgage Loan(s).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Asset Backed Pass-Through Certificates, Series 2005-He 1)

Remedies for Breach of Representations and Warranties. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and each of the Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 3.01 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein); provided, however, that the purchase price payable to the Trust in respect of a breach of a representation and warranty shall in no event be greater than the unpaid Principal Balance of the related Mortgage Loan plus unpaid accrued interest and any amount owed by the Company in excess of such amount shall be payable to the Assignor. In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 3.02 7.02 (eerr), (iiiuu), (nnnbbb), (wwggg), (dddjjj) and (rrrqqq) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and each of the Master Servicer Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 3 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth hereinherein (including without limitation the repurchase and indemnity obligations set forth therein). The In addition, the Assignor hereby acknowledges and agrees that a any breach of any one of the representations set forth in Section 3 above will 5 (e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the certificateholders and shall require a repurchase of Trust in the affected Mortgage Loan(s)related mortgage loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2005-4, Asset-Backed Certificates, Series 2005-4)

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