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

Remedy for Breach of Representations and Warranties. In the event any representation or warranty made by Program Lender pursuant to Section 5.02 above shall prove to be inaccurate or incomplete in any material and adverse respect as of the date when made, Program Lender shall have the right (but not the obligation) to elect by written notice to NCT to be given by Program Lender no later than sixty (60) days after receipt of written notice from NCT of such alleged breach to repurchase the affected GATE Conforming Loan or Loans no later than such 60th day for a cash purchase price equal to the outstanding principal balance thereof plus all accrued and unpaid interest. Upon receipt of said repurchase price, NCT shall, or, if applicable, shall cause the Purchaser Trust or the Servicer to, deliver the GATE Note and the Origination Records relating thereto to Program Lender, duly endorsed or assigned to Program Lender or to such person as Program Lender may direct, in any such case, without recourse to NCT or the Purchaser Trust. If Program Lender elects to repurchase the affected GATE Conforming Loan or Loans as provided herein, subject only to Section 8.02 hereof, such remedy shall be the sole and exclusive remedy of any person or entity, including, without limitation, NCT, the Purchaser Trust and the trustee or any other fiduciary under any Trust Instrument, with respect to such breach. If Program Lender shall not so elect to repurchase the affected GATE Conforming Loans within said sixty (60) day period, then Program Lender shall indemnify NCT, the Purchaser Trust and any fiduciary under the Trust Agreement from any and all loss, cost, damage and expense, including reasonable attorneys' fees and legal expenses and sums paid, liabilities incurred or expenses paid or incurred in connection with settling claims, counterclaims, defenses, suits or judgments or obtaining or attempting to obtain release from liability, in any such case by reason of any alleged breach specified in such written notice given by NCT to the Program Lender.

Remedy for Breach of Representations and Warranties. In the event any representation or warranty made by Program Lender pursuant to Section 5.02 above shall prove to be inaccurate or incomplete in any material and adverse respect as of the date when made, Program Lender shall have the right (but not the obligation) to elect by written notice to NCT FMC to be given by Program Lender no later than sixty (60) days after receipt of written notice from NCT FMC of such alleged breach to repurchase the affected GATE Conforming Seasoned Loan or Loans no later than such 60th day for a cash purchase price equal to the outstanding principal balance thereof plus all accrued and unpaid interest. Upon receipt of said repurchase price, NCT FMC shall, or, if applicable, shall cause the Purchaser Trust or the Servicer to, deliver the GATE Note and the Origination Records relating thereto to Program Lender, duly endorsed or assigned to Program Lender or to such person as Program Lender may direct, in any such case, without recourse to NCT FMC or the Purchaser Trust. If Program Lender elects to repurchase the affected GATE Conforming Seasoned Loan or Loans as provided herein, subject only to Section 8.02 hereof, such remedy shall be the sole and exclusive remedy of any person or entity, including, without limitation, NCTFMC, the Purchaser Trust and the trustee or any other fiduciary under any Trust InstrumentIndenture, with respect to such breach. If Program Lender shall not so elect to repurchase the affected GATE Conforming Seasoned Loans within said sixty (60) day period, then Program Lender shall indemnify NCTFMC, the Purchaser Trust and any fiduciary under the Trust Agreement from any and all loss, cost, damage and expense, including reasonable attorneys' fees and legal expenses and sums paid, liabilities incurred or expenses paid or incurred in connection with settling claims, counterclaims, defenses, suits or judgments or obtaining or attempting to obtain release from liability, in any such case by reason of any alleged breach specified in such written notice given by NCT FMC to the Program Lender.

Remedy for Breach of Representations and Warranties. 20 In the event any representation or warranty made by Program Lender pursuant to Section 5.02 above shall prove to be inaccurate or incomplete in any material and adverse respect [**] as of the date when made, Program Lender shall have the right (but not the obligation) to elect by written notice to NCT FMC to be given by Program Lender no later than sixty (60) days after receipt of written notice from NCT FMC of such alleged breach to repurchase the affected GATE Conforming Seasoned Loan or Loans no later than such 60th day for a cash purchase price equal to the outstanding principal balance thereof plus all accrued and unpaid interest. Upon receipt of said repurchase price, NCT FMC shall, or, if applicable, shall cause the Purchaser Trust or the Servicer to, deliver the GATE Note and the Origination Records relating thereto to Program Lender, duly endorsed or assigned to Program Lender or to such person as Program Lender may direct, in any such case, without recourse to NCT FMC or the Purchaser Trust. If Program Lender elects to repurchase the affected GATE Conforming Loan or Loans as provided herein, subject only to Section 8.02 hereof, such remedy shall be the sole and exclusive remedy of any person or entity, including, without limitation, NCT, the Purchaser Trust and the trustee or any other fiduciary under any Trust Instrument, with respect to such breach. [**] If Program Lender shall not so elect to repurchase the affected GATE Conforming Seasoned Loans within said sixty (60) day period, then Program Lender shall indemnify NCTFMC, the Purchaser Trust and any fiduciary under the Trust Agreement from any and all loss, cost, damage and expense, including reasonable attorneys' fees and legal expenses and sums paid, liabilities incurred or expenses paid or incurred in connection with settling claims, counterclaims, defenses, suits or judgments or obtaining or attempting to obtain release from liability, in any such case by reason of any alleged breach specified in such written notice given by NCT FMC to the Program Lender.