Common use of Representations and Warranties Contained in the Mortgage Loan Purchase Agreement Clause in Contracts

Representations and Warranties Contained in the Mortgage Loan Purchase Agreement. (a) Upon discovery by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee of (i) a Material Breach of any representation and warranty set forth in Exhibit A to the Mortgage Loan Purchase Agreement, which representation and warranty was made by the Mortgage Loan Sellers in the Mortgage Loan Purchase Agreement and has been assigned to the Trustee pursuant to Section 2.1 hereof, or (ii) a Material Document Defect, such Person shall give prompt notice thereof to the other parties hereto and the Companion Loan Holders, and upon receipt or delivery, as applicable, of such notice the Servicer or Special Servicer, as applicable, shall use commercially reasonable efforts to cause the Mortgage Loan Sellers, to the extent obligated to do so under the Mortgage Loan Purchase Agreement, to cure such default or defect or repurchase its respective Loan Percentage Interests in the Mortgage Loan (or a portion of the Mortgage Loan in connection with a Material Breach or a Material Document Defect) under the terms of and within the time period specified by the Mortgage Loan Purchase Agreement, it being understood and agreed that none of such Persons has an obligation to conduct any investigation with respect to such matters; provided, that within ninety (90) days of (1) the receipt by the Mortgage Loan Sellers of notice of such Material Document Defect or Material Breach, as the case may be, or (2) the discovery of such Defect or breach by any party hereto, in the case of a Defect or breach that would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), will be a Material Breach or Material Document Defect, respectively, and with respect to any such Material Breach or Material Document Defect, the Mortgage Loan Sellers shall either (x) repurchase the Mortgage Loan at the Repurchase Price, (y) promptly cure such Material Document Defect or Material Breach, as the case may be, in all material respects (provided, that in the case of this clause (y), any such cure that is of a monetary nature shall be made by the Loan Sellers on a pro rata basis in accordance with their respective Loan Percentage Interests and any Loan Seller that pays more than such pro rata share will be entitled to contribution from the other Loan Sellers) or (z) if such Material Document Defect or Material Breach is not related to the Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3), indemnify the Trust in respect of its respective Loan Percentage Interest in the Mortgage Loan for the losses directly related to such Material Document Defect or Material Breach, subject to receipt of Rating Agency Confirmation from the Rating Agency with respect to such action; provided, that in the event that such Material Document Defect or Material Breach does not cause the Mortgage Loan to be other than a “qualified mortgage” as described in Code Section 860G(a)(3) and is capable of being cured but not within such 90-day period if the Mortgage Loan Sellers has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach, the Mortgage Loan Sellers will have an additional 90 days to complete such cure; provided, further, that with respect to such additional 90-day period, the Mortgage Loan Sellers shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator and the Servicer setting forth the reason why such Material Document Defect or Material Breach is not capable of being cured within the initial 90-day period and what actions the Mortgage Loan Sellers is pursuing in connection with the cure thereof and stating that the Mortgage Loan Sellers anticipates that such Material Document Defect or Material Breach will be cured within the additional 90-day period. For the avoidance of doubt, no Liquidation Fee will be payable by the Mortgage Loan Sellers in connection with a repurchase of their respective Loan Percentage Interest in the Mortgage Loan due to a Material Breach or a Material Document Defect if made in accordance with and within the 90 day period set forth in the Mortgage Loan Purchase Agreement (including any applicable extended period). (b) Upon receipt by the Servicer from the Mortgage Loan Sellers of Repurchase Price for the Mortgage Loan (or any portion thereof), the Servicer shall deposit such amount in the Collection Account, and the Custodian shall, upon receipt of a certificate of a Servicing Officer certifying as to (1) the receipt by the Servicer of the Repurchase Price (or a portion thereof) and the deposit of the Repurchase Price (or a portion thereof) into the Collection Account pursuant to this Section 2.8(b) and (2) if applicable, compliance with the conditions set forth in clause (c) below, (i) release or cause to be released to the designees of the Mortgage Loan Sellers the Repurchase Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty (except that the Mortgage Loan is owned by the Trust and is being sold free and clear of liens and encumbrances), as shall be prepared by such designee to vest in such designee the Mortgage Loan (or any portion thereof) released pursuant hereto and the Certificate Administrator, the Trustee, the Servicer and the Special Servicer shall have no further responsibility with regard to such Repurchase Mortgage File and (ii) release or cause to be released to the Mortgage Loan Sellers any escrow payments and reserve funds held by the Trustee, or on the Trustee’s behalf, in respect of the Mortgage Loan. (c) In the event that the Mortgage Loan or a portion thereof is repurchased pursuant to this Section 2.8, the Servicer or Special Servicer, as applicable, shall promptly notify the Depositor of such repurchase.