Common use of Representations and Warranties of the Mortgage Loan Seller Clause in Contracts

Representations and Warranties of the Mortgage Loan Seller. The Company, as assignee of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement, hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Mortgage Loan Purchase Agreement and each Seller's Agreement (to the extent assigned to the Company pursuant to the Mortgage Loan Purchase Agreement) applicable to a Mortgage Loan. Insofar as the Mortgage Loan Purchase Agreement or the Company's rights under such Seller's Agreement relate to the representations and warranties made by the Mortgage Loan Seller or the related Seller in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Mortgage Loan Seller on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in a Seller's Agreement that have been assigned to the Trustee pursuant to this Section 2.04 or of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Mortgage Loan Purchase Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the related Seller or the Mortgage Loan Seller, as the case may be, of such breach and request that such Seller or the Mortgage Loan Seller, as the case may be, either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. It is understood and agreed that the obligation of the Seller or the Mortgage Loan Seller, as the case may be, to cure such breach or purchase such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of Certificateholders. In connection with the purchase of any such Mortgage Loan by the Mortgage Loan Seller, the Trustee shall assign to the Mortgage Loan Seller all of the Trustee's right, title and interest in respect of the Seller's Agreement and the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan.