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

Remedies for Breach of Representations and Warranties. It is understood and agreed that the representations and warranties set forth in Section 3.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Commencement Date and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Owner. Upon discovery by either the Servicer or the Owner of a breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in the case of any of the foregoing, a "Breach"), the party discovering such Breach shall give prompt written notice to the other. Within sixty (60) days of the earlier of either discovery by or notice to the Servicer of any Breach of a representation or warranty, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Owner's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretion. Such assignment shall be in accordance with Section 12.01. In addition, the Servicer shall indemnify the Owner, the Master Servicer and each Reconstitution Party and hold each of them harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer representations and warranties contained in this Agreement. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 3.01 shall accrue as to any Mortgage Loan upon (i) discovery of such Breach by the Owner or the Master Servicer or notice thereof by the Servicer to the Owner or the Master Servicer, (ii) failure by the Servicer to cure such Breach as specified above, and (iii) demand upon the Servicer by the Owner or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties. of -------------------------------------------------------- the Special Servicer. -------------------- It is understood and agreed that the representations and warranties set forth in Section 3.01 6.01 shall survive the engagement of the Special Servicer to perform the servicing responsibilities as of each Commencement Date and the delivery of the Servicing Files to the Servicer under this Agreement and shall inure to the benefit of the Owner. Upon discovery by either the Special Servicer or the Owner of a breach Breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Special Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in the case of any of the foregoing, a "Breach"), the party discovering such Breach shall give prompt written notice to the other. Within sixty (60) 60 days of the earlier of either discovery by or notice to the Special Servicer of any Breach of a representation or warrantywarranty set forth in Section 6.01 which materially and adversely affects the ability of the Special Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Special Servicer shall use its best efforts Best Efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Special Servicer shall, at the Owner's option, assign the Special Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor standby servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretion. Such assignment shall be made in accordance with Section 12.0110.01. In addition, the Special Servicer shall indemnify the Owner, the Master Servicer and each Reconstitution Party Owner and hold each of them it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Special Servicer representations and warranties contained in this Agreement. It is understood and agreed that the obligation of the Special Servicer to indemnify the Owner pursuant to this Section 6.02 constitutes the sole remedy of the Owner respecting a breach of the foregoing representations and warranties. Any cause of action against the Special Servicer relating to or arising out of the Breach of any representations and warranties made in Section 3.01 6.01 shall accrue as to any Mortgage Loan upon (i) discovery of such Breach by the Owner or the Master Special Servicer or notice thereof by the Servicer Owner to the Owner or the Master Special Servicer, (ii) failure by the Special Servicer to cure such Breach as specified abovewithin the applicable cure period, and (iii) demand upon the Special Servicer by the Owner or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties. of -------------------------------------------------------- the Owner. --------- It is understood and agreed that the representations and warranties set forth in Section 3.01 6.03 shall survive the engagement of the Special Servicer to perform the standby servicing responsibilities as of each Commencement any Transfer Date and the delivery of the Servicing Files to the Special Servicer and shall inure to the benefit of the OwnerSpecial Servicer. Upon discovery by either the Special Servicer or the Owner of a breach Breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property servicing contract established herein or the interest of the Owner (in the case of any of the foregoing, a "Breach")Special Servicer, the party discovering such Breach shall give prompt written notice to the other. Within sixty (60) 60 days of the earlier of either discovery by or notice to the Servicer Owner of any Breach of a representation or warrantywarranty set forth in Section 6.03 which materially and adversely affects the value of the servicing contract, the Servicer Owner shall use its best efforts Best Efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Owner's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretionrespects. Such assignment shall be in accordance with Section 12.01. In addition, the Servicer The Owner shall indemnify the Owner, the Master Special Servicer and each Reconstitution Party and hold each of them it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer Owner representations and warranties contained in this Agreement. It is understood and agreed that the obligation of the Owner to indemnify the Special Servicer pursuant to this Section 6.04 constitutes the sole remedy of the Special Servicer respecting a Breach of the foregoing representation and warranties. Any cause of action against the Servicer Owner relating to or arising out of the Breach of any representations and warranties made in Section 3.01 6.03 shall accrue as to any Mortgage Loan upon (i) discovery of such Breach by the Owner or the Master Servicer or notice thereof by the Special Servicer to the Owner or the Master ServicerOwner, (ii) failure by the Servicer Owner to cure such Breach as specified abovewithin the applicable cure period, and (iii) demand upon the Servicer Owner by the Owner or the Master Special Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties. It is understood and agreed that the representations and warranties set forth in Section 3.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Commencement Date and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Owner. Upon discovery by either the Servicer or the Owner of a breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in the case of any of the foregoing, a '"Breach"), the party discovering such Breach shall give prompt written notice to the other. Within sixty (60) days of the earlier of either discovery by or notice to the Servicer of any Breach of a representation or warranty, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Owner's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretion. Such assignment shall be in accordance with Section 12.01. In addition, the Servicer shall indemnify the Owner, the Master Servicer and each Reconstitution Party and hold each of them harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer representations and warranties contained in this Agreement. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 3.01 shall accrue as to any Mortgage Loan upon (i) discovery of such Breach by the Owner or the Master Servicer or notice thereof by the Servicer to the Owner or the Master Servicer, (ii) failure by the Servicer to cure such Breach as specified above, and (iii) demand upon the Servicer by the Owner or the Master Servicer for compliance with this Agreement.