Breaches of Representations and Warranties Sample Clauses

Breaches of Representations and Warranties. (a) Pursuant to the Commitment Letter, the Seller made the following representations and warranties (capitalized terms used but not defined in this Section 3 will have the meanings given them in the Commitment Letter): (i) At the time of transfer of the Excess Yield Amounts from the Seller to ▇▇▇▇▇▇ ▇▇▇, each Mortgage Loan will be serviced by the Seller. (ii) At the time of transfer of the Excess Yield Amounts from the Seller to ▇▇▇▇▇▇ Mae, the Seller will be the sole legal and beneficial owner of the Excess Yield Amounts and will have full right and authority to assign the Excess Yield Amounts to ▇▇▇▇▇▇ ▇▇▇ in exchange for the Certificates, and the Seller’s right to assign the Excess Yield Amounts will not be subject to any other party’s interest or to an agreement with any party other than ▇▇▇▇▇▇ Mae. (iii) At the time of transfer of the Excess Yield Amounts from the Seller to ▇▇▇▇▇▇ ▇▇▇, the remaining servicing compensation with respect to each Mortgage Loan will equal at least the sum of (A) the Minimum Servicing Fee Rate as defined in the related Fee Reduction Letter plus (B) the amount of any premiums for lender-purchased mortgage insurance, required to be paid by the Seller on such Mortgage Loan, if any (expressed as an annual percentage rate). (b) Upon discovery by ▇▇▇▇▇▇ Mae of a breach of any of the representations and warranties set forth in paragraphs (i), (ii) and (iii) of this Section 3, the Seller shall, within 60 days of such discovery, either (1) cure or cause to be cured such breach in all material respects or (2) pay ▇▇▇▇▇▇ ▇▇▇ an amount calculated as follows: (i) if the Excess Yield Amounts from the Mortgage Loan as to which the breach relates is included in a Class of Certificates that has a conversion factor, the product obtained by multiplying (1) the Stated Principal Balance of such Mortgage Loan (after giving effect to all principal payments due thereon prior to the month of the current Distribution Date) (2) the conversion factor for such Class of Certificates as specified on the cover of the Prospectus Supplement (3) the Assumed Price for such Class of Certificates (expressed as a percentage) as set forth in the table entitled “Pre-Tax Yields to Maturity” under the heading “Description of the Certificates— Sensitivity to Prepayments” in the Prospectus Supplement; (ii) if the Excess Yield Amounts from the Mortgage Loan as to which the breach relates is included in a Class of Certificates that does not have a conversion factor, the...

Breaches of Representations and Warranties. If (i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach of any representation or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in the related Mortgage Loan or Trust Subordinate Companion Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Servicer shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Do...

Breaches of Representations and Warranties. If any warranty, representation, statement, report or certificate made or delivered to Agent or any Lender by or on behalf of any Loan Party or any Other Obligor is untrue or misleading in any material respect (except where such warranty or representation is already qualified by Material Adverse Effect, materiality, dollar thresholds or similar qualifications, in which case such warranty or representation shall be accurate in all respects);

Breaches of Representations and Warranties. If the Custodian discovers, in the course of performing its custodial functions, a breach of a representation or warranty made by the Master Servicer or the Company as set forth in the Pooling Agreement with respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt written notice to the Company, the Master Servicer and the Trustee.

Breaches of Representations and Warranties. Promptly upon such Borrower obtaining Knowledge that any representation or warranty set forth in Section 4.01 was incorrect in any material respect at the time it was given or deemed to have been given and at the same time deliver to the Lender a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, such Borrower shall notify the Lender in the manner set forth in the preceding sentence before any Borrowing Date of any facts or circumstances within the Knowledge of such Borrower which would render any of the said representations and warranties untrue in any material respect at the date when such representations and warranties were made or deemed to have been made;

Breaches of Representations and Warranties. Any inaccuracy in any representation or warranty of Purchaser under this Agreement;

Breaches of Representations and Warranties. The Company agrees to indemnify the Purchaser and successor servicer and each of their present and former officers, directors, representatives, agents and Affiliates, and any successor servicer and hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to any assertion based on, grounded upon resulting from a Breach of any of the Company's representations, warranties and covenants contained herein. The Company shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser and with counsel reasonably satisfactory to the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim but failure to so notify the Purchaser shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser unless such settlement includes an unconditional release of the Purchaser from all liability that is the subject matter of such claim. In addition to the obligations of the Company set forth in this Section 9.01(a), the Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages. The provisions of this Section 9.01(a) shall survive termination of this Agreement. It is understood and agreed that the obligations of the Company set forth in Sections 3.03 and 9.01(a) to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser constitute the sole remedies of the Purchaser respecting a Breach of the representations and warranties set forth in Section 3.01 and 3.02.

Breaches of Representations and Warranties. Upon a Responsible Officer obtaining actual knowledge that any representation or warranty set forth in Section 4.01 was incorrect in any material respect (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct), the Borrower shall within two (2) Business Days of obtaining such knowledge deliver to the Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent in the manner set forth in the preceding sentence before any Borrowing Date of any facts or circumstances within the knowledge of the Borrower which would render any of the said representations and warranties incorrect in any material respect at the date when such representations and warranties were made or deemed to have been made;

Breaches of Representations and Warranties. Upon a Responsible Officer obtaining knowledge thereof, the Borrower shall notify the Administrative Agent and each Managing Agent if any representation or warranty set forth in Section 4.1 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Administrative Agent and each Managing Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent and each Managing Agent in the manner set forth in the preceding sentence before any Funding Date of any facts or circumstances within the knowledge of a Responsible Officer of the Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made;