Representations and Warranties Contained in the Loan Purchase Agreement Sample Clauses

Representations and Warranties Contained in the Loan Purchase Agreement. (a) Upon discovery by a Responsible Officer of 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 Loan Purchase Agreement, which representation and warranty was made by the Loan Sellers in the Loan Purchase Agreement and has been assigned to the Trustee for the benefit of the Certificateholders 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 Senior Pari Passu Companion Loan Holders, and upon receipt of such notice the Special Servicer shall use commercially reasonable efforts to cause such Loan Seller, to the extent obligated to do so under the Loan Purchase Agreement, to cure such default or defect or repurchase the Trust Loan under the terms of and within the time period specified by the 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 in the case of a Material Document Defect or Material Breach relating to the Mortgage Loan not being a “qualified mortgage” within the meaning of the REMIC Provisions, each Loan Seller shall, in all events within 90 days of the date of discovery of such defect by a Loan Seller or any party hereto, (i) cure the same in all material respects, or (ii) repurchase its Loan Seller Percentage Interest in the Trust Loan at an amount equal to its Loan Seller Percentage Interest of the Repurchase Price set forth in clause (b) of the definition thereof in conformity with the applicable Loan Purchase Agreement. It is understood and agreed that (i) the obligations of each Loan Seller under the Loan Purchase Agreement are several and not joint, (ii) any repurchase obligations of any Loan Seller under the Loan Purchase Agreement with respect to the Trust Loan require the applicable Loan Seller to repurchase only its respective Loan Seller Percentage Interest in the Trust Loan and (iii) the obligations of the Loan Sellers referred to in this Section 2.7(a) shall be the sole remedies available to the Certificateholders or the Trust respecting a Material Breach of any representation and warranty made by the Loan Sellers or a Material Document Defect. The Special Servicer shall be reimbursed for any costs, fees (including attorney fees) and expenses incurred by it in connection with its obligations rela...
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Representations and Warranties Contained in the Loan Purchase Agreement. (a) If any party hereto (A) discovers or receives notice alleging that any document required to be delivered to the Custodian pursuant to Section 2.1 is not delivered as and when required, is not properly executed or is defective (each, a “Defect”) or (B) discovers or receives notice alleging a breach of any representation or warranty made by the Loan Seller as set forth in Exhibit A to the Loan Purchase Agreement (a “Breach”), then such party shall give prompt written notice of such Defect or Breach to the Loan Seller, the Risk Retention Consultation Party, the Directing Holder (for so long as a Subordinate Control Period or Subordinate Consultation Period is continuing), the other parties hereto and the Subordinate Companion Loan
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Representations and Warranties Contained in the Loan Purchase Agreement. (a) Upon discovery by a Responsible Officer of 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 Loan Purchase Agreement, which representation and warranty was made by the Loan Seller in the Loan Purchase Agreement and has been assigned to the Trustee for the benefit of the Certificateholders 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 of such notice the applicable Servicer shall use commercially reasonable efforts to cause the Loan Seller, to the extent obligated to do so under the Loan Purchase Agreement, to cure such default or defect, indemnify the Trust, or repurchase the Trust Loan under the terms of and within the time period specified by the 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 in the case of a Material Document Defect or Material Breach relating to the Whole Loan not being a “qualified mortgage” within the meaning of the REMIC Provisions (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2), which treats defective obligations as a qualified
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Related to Representations and Warranties Contained in the Loan Purchase Agreement

  • Representations and Warranties of the Depositor The Depositor hereby represents and warrants to the Owner Trustee that:

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • Representations and Warranties of the Transferor The Transferor hereby represents and warrants to the Owner Trustee that:

  • Representations and Warranties of Depositor The Depositor hereby represents and warrants for the benefit of the Securityholders that:

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • Representations and Warranties of the Purchaser The Purchaser hereby represents and warrants to the Company as follows:

  • Representations and Warranties Concerning the Mortgage Loans The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement concerning the Seller and the Mortgage Loans to the same extent as though such representations and warranties were made directly to the Indenture Trustee. If a Responsible Officer of the Indenture Trustee has actual knowledge of any breach of any representation or warranty made by the Seller in the Mortgage Loan Purchase Agreement, the Indenture Trustee shall promptly notify the Seller of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan.

  • Additional Representations and Warranties of the Seller (a) The Seller shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 34.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Seller; (ii) the Interim Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Interim Servicer as servicer has been disclosed or reported by the Seller; (iv) no material changes to the Interim Servicer's policies or procedures with respect to the servicing function it will perform under the Interim Servicing Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Interim Servicer's financial condition that could have a material adverse effect on the performance by the Interim Servicer of its servicing obligations under the Interim Servicing Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller, Interim Servicer, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Seller, Interim Servicer, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • Representations and Warranties of the Transferee The Transferee hereby represents and warrants to the Transferor as follows:

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

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