Common use of Seller Breach Clause in Contracts

Seller Breach. Upon discovery or notice of any defective document in a Trustee Mortgage Loan File or of any breach by a Seller of any of its representations, warranties or covenants under a Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee shall promptly notify the Master Servicer of such defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects within 60 days from the date on which it is notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan as provided above, if so provided in the Sales Agreement, the Seller may cause such Mortgage Loan to be removed from the Trust (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(h) hereof. Notwithstanding the foregoing, if such defect or breach is or results in a Qualification Defect, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, purchase or substitute for any Mortgage Loan as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided, however, that such provision shall not limit the indemnification provisions of Section 8.05 hereof or of any Sales Agreement.

Seller Breach. Upon discovery or receipt of notice of any defective document in a Trustee Mortgage Loan File an Asset File, or of any breach by a the Seller of any of its representationsrepresentation, warranties warranty or covenants covenant hereunder or under a the Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan Asset or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan the related Asset or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee shall promptly notify the Master Servicer of such defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan Asset to cure such defect or breach and, if such breach. The Seller does not must cure such defect or breach in all material respects breach, or purchase such Asset from the Trustee on behalf of the related Trust for the benefit of the Certificateholders, within 60 90 days from after the date on which it is the Seller was notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan Asset as provided above, if so provided in the related Sales Agreement, the Seller may cause such Mortgage Loan Asset to be removed from the Trust (in which case it shall become a Deleted Mortgage LoanReplaced Asset) and substitute one or more Qualified Substitute Mortgage Loans Assets in the manner and subject to the limitations set forth in Section 2.03(h2.06(g) hereofbelow. Notwithstanding the foregoing, however, if such defect or breach is or results in a Qualification DefectDefect and one or more REMIC elections have been made with respect to the related Trust, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, cure or to purchase (or to substitute for for) any Mortgage Loan Asset as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing continuing, shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided, however, that such provision . The Servicer shall not limit use its best efforts to enforce the indemnification provisions Seller's obligations under its Sales Agreement to repurchase or substitute for Assets affected by breaches of Section 8.05 hereof or of any the Seller's representations and warranties contained in its Sales Agreement.

Seller Breach. Upon discovery or receipt of notice of any defective document in a Trustee Mortgage Loan File an Asset File, or of any breach by a the Seller of any of its representationsrepresentation, warranties warranty or covenants covenant hereunder or under a the Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan Asset or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan the related Asset or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee shall promptly notify the Master Servicer of such defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan Asset to cure such defect or breach and, if such breach. The Seller does not must cure such defect or breach in all material respects breach, or purchase such Asset from the Trustee on behalf of the Certificateholders, within 60 90 days from after the date on which it is the Seller was notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan Asset as provided above, if so provided in the related Sales Agreement, the Seller may cause such Mortgage Loan Asset to be removed from the Trust (in which case it shall become a Deleted Mortgage LoanReplaced Asset) and substitute one or more Qualified Substitute Mortgage Loans Assets in the manner and subject to the limitations set forth in Section 2.03(h2.06(g) hereofbelow. Notwithstanding the foregoing, however, if such defect or breach is or results in a Qualification DefectDefect and one or more REMIC elections have been made with respect to the related Trust, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, cure or to purchase (or to substitute for for) any Mortgage Loan Asset as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing continuing, in addition to the obligation of the Seller to indemnify OMI and its assignees (including the Trust) for any losses and damages incurred in respect of any such breach or defect, shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided. The Servicer shall use its best efforts to enforce the Seller's obligations under its Sales Agreement to repurchase or substitute for Assets affected by breaches of the Seller's representations and warranties contained in its Sales Agreement, however, that such provision shall not limit and to enforce the indemnification provisions Seller's obligations to indemnify the Trust (as the assignee of Section 8.05 hereof OMI under the Sales Agreement) for any losses or damages it incurs as a result of any breaches of the Seller's representations and warranties contained in its Sales Agreement.

Seller Breach. Upon discovery or notice of any defective document in a ------------- Trustee Mortgage Loan File Asset File, or of any breach by a Seller of any of its representationsrepresentation, warranties warranty or covenants covenant under a the Sales Agreement, Agreement which defect or breach materially and adversely affects the value of any Mortgage Loan Asset or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such the related Mortgage Loan Asset or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee shall promptly notify the Master Servicer of such defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan Asset cure such defect or breach andbreach, and if such Seller does not cure such defect or breach in all material respects within 60 90 days from the date on which it is notified of such the defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan Asset from the Trustee. In lieu of purchasing any such Mortgage Loan Asset as provided above, if so provided in the Sales Agreement, the Seller may cause such Mortgage Loan Asset to be removed from the Trust (in which case it shall become a Deleted Mortgage LoanAsset) and substitute one or more Qualified Substitute Mortgage Loans Assets in the manner and subject to the limitations set forth in Section 2.03(h) hereof). Notwithstanding the foregoing, however, if such breach or defect or breach is or results in or is a Qualification Defect, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, purchase or substitute for any Mortgage Loan Asset as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided, however, that such provision shall not limit the indemnification provisions of Section 8.05 hereof or of any Sales AgreementSecurityholders.

Seller Breach. Upon discovery or receipt of notice of any defective document in a Trustee Mortgage Loan File an Asset File, or of any breach by a the Seller of any of its representationsrepresentation, warranties warranty or covenants covenant hereunder or under a the Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan Asset or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan the related Asset or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee shall promptly notify the Master Servicer of such defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan Asset to cure such defect or breach and, if such breach. The Seller does not must cure such defect or breach in all material respects breach, or purchase such Asset from the Trustee on behalf of the Certificateholders, within 60 90 days from after the date on which it is the Seller was notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan Asset as provided above, if so provided in the related Sales Agreement, the Seller may cause such Mortgage Loan Asset to be removed from the Trust (in which case it shall become a Deleted Mortgage LoanReplaced Asset) and substitute one or more Qualified Substitute Mortgage Loans Assets in the manner and subject to the limitations set forth in Section 2.03(h2.05(g) hereofbelow. Notwithstanding the foregoing, however, if such defect or breach is or results in a Qualification DefectDefect and one or more REMIC elections have been made with respect to the related Trust, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, cure or to purchase (or to substitute for for) any Mortgage Loan Asset as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing continuing, in addition to the obligation of the Seller to indemnify the Depositor and its assignees (including the Trust) for any losses and damages incurred in respect of any such breach or defect, shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided. The Master Servicer shall use its best efforts to enforce the Seller’s obligations under its Sales Agreement to repurchase or substitute for Assets affected by breaches of the Seller’s representations and warranties contained in its Sales Agreement, however, that such provision shall not limit and to enforce the indemnification provisions Seller’s obligations to indemnify the Trust (as the assignee of Section 8.05 hereof the Depositor under the Sales Agreement) for any losses or damages it incurs as a result of any breaches of the Seller’s representations and warranties contained in its Sales Agreement.

Seller Breach. Upon discovery or receipt of notice of any missing or defective document in a Trustee Mortgage Loan File an Asset File, or of any breach by a the Seller of any of its representationsrepresentation, warranties warranty or covenants covenant hereunder or under a the Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan Asset or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan the related Asset or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee upon actual knowledge thereof shall promptly notify the Master Servicer of such absence or defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan Asset to cure such defect or breach andbreach. For purposes of this subsection, if a document in any Asset File shall not be considered missing until the Trustee delivers its Final Certification, unless such missing document creates a materially adverse consequence to any Certificateholder. The Seller does not must cure such defect or breach in all material respects breach, or purchase such Asset from the Trust, within 60 90 days from after the date on which it is the Seller was notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan Asset as provided above, if so provided in the related Sales Agreement, the Seller may cause such Mortgage Loan Asset to be removed from the Trust (in which case it shall become a Deleted Mortgage LoanReplaced Asset) and substitute one or more Qualified Substitute Mortgage Loans Assets in the manner and subject to the limitations set forth in Section 2.03(h2.05(g) hereofbelow. Notwithstanding the foregoing, however, if such defect or breach is or results in a Qualification DefectDefect and one or more REMIC elections have been made with respect to the related Trust, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, cure or to purchase (or to substitute for for) any Mortgage Loan Asset as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing continuing, in addition to the obligation of the Seller to indemnify the Depositor and its assignees (including the Trust) for any losses and damages incurred in respect of any such breach or defect, shall constitute the sole remedy against the Seller respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided. The Master Servicer shall use its best efforts to enforce the Seller's obligations under its Sales Agreement to repurchase or substitute for Assets affected by breaches of the Seller's representations and warranties contained in its Sales Agreement, however, that such provision shall not limit and to enforce the indemnification provisions Seller's obligations to indemnify the Trust (as the assignee of Section 8.05 hereof the Depositor under the Sales Agreement) for any losses or damages it incurs as a result of any breaches of the Seller's representations and warranties contained in its Sales Agreement.

Seller Breach. Upon discovery or receipt of notice of any defective document in a Trustee Mortgage Loan File an Asset File, or of any breach by a the Seller of any of its representationsrepresentation, warranties warranty or covenants covenant hereunder or under a the Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan Asset or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan the related Asset or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee shall promptly notify the Master Servicer of such defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan Asset to cure such defect or breach and, if such breach. The Seller does not must cure such defect or breach in all material respects breach, or purchase such Asset from the Trustee on behalf of the Certificateholders, within 60 90 days from after the date on which it is the Seller was notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan Asset as provided above, if so provided in the related Sales Agreement, the Seller may cause such Mortgage Loan Asset to be removed from the Trust (in which case it shall become a Deleted Mortgage LoanReplaced Asset) and substitute one or more Qualified Substitute Mortgage Loans Assets in the manner and subject to the limitations set forth in Section 2.03(h2.06(g) hereofbelow. Notwithstanding the foregoing, however, if such defect or breach is or results in a Qualification DefectDefect and one or more REMIC elections have been made with respect to the related Trust, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, cure or to purchase (or to substitute for for) any Mortgage Loan Asset as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing continuing, in addition to the obligation of the Seller to indemnify the Company and its assignees (including the Trust) for any losses and damages incurred in respect of any such breach or defect, shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided. The Servicer shall use its best efforts to enforce the Seller's obligations under its Sales Agreement to repurchase or substitute for Assets affected by breaches of the Seller's representations and warranties contained in its Sales Agreement, however, that such provision shall not limit and to enforce the indemnification provisions Seller's obligations to indemnify the Trust (as the assignee of Section 8.05 hereof the Company under the Sales Agreement) for any losses or damages it incurs as a result of any breaches of the Seller's representations and warranties contained in its Sales Agreement.

Seller Breach. Upon discovery or receipt of notice of any defective document in a Trustee Mortgage Loan File an Asset File, or of any breach by a the Seller of any of its representationsrepresentation, warranties warranty or covenants covenant hereunder or under a the Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan Asset or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan the related Asset or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee shall promptly notify the Master Servicer of such defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan Asset to cure such defect or breach and, if such breach. The Seller does not must cure such defect or breach in all material respects breach, or purchase such Asset from the Trustee on behalf of the Certificateholders, within 60 90 days from after the date on which it is the Seller was notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan Asset as provided above, if so provided in the related Sales Agreement, the Seller may cause such Mortgage Loan Asset to be removed from the Trust (in which case it shall become a Deleted Mortgage LoanReplaced Asset) and substitute one or more Qualified Substitute Mortgage Loans Assets in the manner and subject to the limitations set forth in Section 2.03(h2.05(g) hereofbelow. Notwithstanding the foregoing, however, if such defect or breach is or results in a Qualification DefectDefect and one or more REMIC elections have been made with respect to the related Trust, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, cure or to purchase (or to substitute for for) any Mortgage Loan Asset as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing continuing, in addition to the obligation of the Seller to indemnify the Depositor and its assignees (including the Trust) for any losses and damages incurred in respect of any such breach or defect, shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided. The Master Servicer shall use its best efforts to enforce the Seller's obligations under its Sales Agreement to repurchase or substitute for Assets affected by breaches of the Seller's representations and warranties contained in its Sales Agreement, however, that such provision shall not limit and to enforce the indemnification provisions Seller's obligations to indemnify the Trust (as the assignee of Section 8.05 hereof the Depositor under the Sales Agreement) for any losses or damages it incurs as a result of any breaches of the Seller's representations and warranties contained in its Sales Agreement.

Seller Breach. Upon discovery Other than as expressly contained in this Agreement (including Addendum II) or notice the Transaction Documents, Seller makes no representations or warranties of any defective document kind relating to the Properties or their condition or fitness. Buyer is entitled to rely on Seller’s representations and warranties notwithstanding Buyer’s inspection and investigation of the Properties, subject to the following. Seller shall promptly notify Buyer if prior to the Closing Seller has Actual Knowledge of a Seller R&W Breach or a Seller R&W Change (as such terms are defined below). A “Seller R&W Breach” means that (i) a representation or warranty of Seller was inaccurate in any material respect when given on the Effective Date, or (ii) any representation or warranty of Seller was true when given on the Effective Date but became inaccurate in any material respect thereafter as a Trustee Mortgage Loan File result of (A) a material breach by Seller of its covenants under this Agreement or (B) an affirmative, intentional act on the part of Seller which caused such representation and warranty to become inaccurate in any material respect, or (iii) the failure of any breach by representation or warranty in Section A of Addendum II to be accurate as of the Closing. A “Seller R&W Change” means that a representation or warranty of Seller was accurate as of the Effective Date but subsequently became inaccurate in any material respect other than as a result of a Seller R&W Breach. If prior to the Closing Buyer obtains Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Breach has occurred and Seller is unable to cure such R&W Breach within ten (10) days after notice from Buyer of any such Seller R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer shall have the right, as its representationssole and exclusive remedy, warranties or covenants under a Sales to terminate this Agreement, upon which defect termination the Xxxxxxx Money shall be returned to Buyer, Seller shall pay the Expense Reimbursement to Buyer, and the Parties shall have no further rights or breach materially obligations under this Agreement except for those rights and adversely affects obligations which expressly survive termination of this Agreement. If prior to the value Closing Buyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Change has occurred, and Seller is unable within ten (10) days after notice from Buyer of any Mortgage Loan such R&W Change to eliminate such inaccuracy, Buyer shall have the right, as its sole and exclusive remedy, to terminate this Agreement, upon which termination the Xxxxxxx Money shall be returned to Buyer and the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement. If prior to the interest of the Trust therein (it being understood Closing Buyer has Actual Knowledge that any representation or warranty of Seller is inaccurate in any material respect, whether as a result of a Seller R&W Breach or a Seller R&W Change, and Buyer consummates the Closing, Buyer shall have waived any right to declare a breach or default on the part of Seller under such defect representation or breach shall be deemed warranty and any right to have materially and adversely affected the value of such Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss terminate this Agreement as a result of such defect inaccuracy, and such representation or breach), warranty shall be deemed modified to incorporate Buyer’s Actual Knowledge as an exception to the Custodian or the Trustee shall promptly notify the Master Servicer truth and accuracy of such defect representation or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects within 60 days from the date on which it is notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan as provided above, if so provided in the Sales Agreement, the Seller may cause such Mortgage Loan to be removed from the Trust (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(h) hereof. Notwithstanding the foregoing, if such defect or breach is or results in a Qualification Defect, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, purchase or substitute for any Mortgage Loan as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided, however, that such provision shall not limit the indemnification provisions of Section 8.05 hereof or of any Sales Agreementwarranty.

Seller Breach. Upon discovery or receipt of notice of any defective document in a Trustee Mortgage Loan File an Asset File, or of any breach by a the Seller of any of its representationsrepresentation, warranties warranty or covenants covenant hereunder or under a the Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan Asset or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan the related Asset or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee shall promptly notify the Master Servicer of such defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan Asset to cure such defect or breach and, if such breach. The Seller does not must cure such defect or breach in all material respects breach, or purchase such Asset from the Trustee on behalf to the Certificateholders, within 60 90 days from after the date on which it is the Seller was notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan Asset as provided above, if so provided in the related Sales Agreement, the Seller may cause such Mortgage Loan Asset to be removed from the Trust (in which case it shall become a Deleted Mortgage LoanReplaced Asset) and substitute one or more Qualified Substitute Mortgage Loans Assets in the manner and subject to the limitations set forth in Section 2.03(h2.06(g) hereofbelow. Notwithstanding the foregoing, however, if such defect or breach is or results in a Qualification DefectDefect and one or more REMIC elections have been made with respect to the related Trust, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, cure or to purchase (or to substitute for for) any Mortgage Loan Asset as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing continuing, in addition to the obligation of the Seller to indemnify the Company and its assignees (including the Trust) for any losses and damages incurred in respect of any such breach or defect, shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided. The Servicer shall use its best efforts to enforce the Seller's obligations under its Sales Agreement to repurchase or substitute for Assets affected by breaches of the Seller's representations and warranties contained in its Sales Agreement, however, that such provision shall not limit and to enforce the indemnification provisions Seller's obligations to indemnify the Trust (as the assignee of Section 8.05 hereof the Company under the Sales Agreement) for any losses or damages it incurs as a result of any breaches of the Seller's representations and warranties contained in its Sales Agreement.

Seller Breach. Upon discovery Other than as expressly contained in this Agreement (including Addendum II) or notice the Transaction Documents, Seller makes no representations or warranties of any defective document kind relating to the Properties or their condition or fitness. Buyer is entitled to rely on Seller’s representations and warranties notwithstanding Buyer’s inspection and investigation of the Properties, subject to the following. Seller shall promptly notify Buyer if prior to the Closing Seller has Actual Knowledge of a Seller R&W Breach or a Seller R&W Change (as such terms are defined below). A “Seller R&W Breach” means that (i) a representation or warranty of Seller was inaccurate in any material respect when given on the Effective Date, or (ii) any representation or warranty of Seller was true when given on the Effective Date but became inaccurate in any material respect thereafter as a Trustee Mortgage Loan File result of (A) a material breach by Seller of its covenants under this Agreement or (B) an affirmative, intentional act on the part of Seller which caused such representation and warranty to become inaccurate in any material respect, or (iii) the failure of any breach by representation or warranty in Section A of Addendum II to be accurate as of the Closing. A “Seller R&W Change” means that a representation or warranty of Seller was accurate as of the Effective Date but subsequently became inaccurate in any material respect other than as a result of a Seller R&W Breach. If prior to the Closing Buyer obtains Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Breach has occurred and Seller is unable to cure such R&W Breach within ten (10) days after notice from Buyer of any such Seller R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer shall have the right, as its representationssole and exclusive remedy, warranties or covenants under a Sales to terminate this Agreement, upon which defect termination the Xxxxxxx Money shall be returned to Buyer, Seller shall pay the Expense Reimbursement to Buyer, and the Parties shall have no further rights or breach materially obligations under this Agreement except for those rights and adversely affects obligations which expressly survive termination of this Agreement. If prior to the value Closing Buyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Change has occurred, and Seller is unable within ten (10) days after notice from Buyer of any Mortgage Loan such R&W Change to eliminate such inaccuracy, Buyer shall have the right, as its sole and exclusive remedy, to terminate this Agreement, upon which termination the Xxxxxxx Money shall be returned to Buyer and the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement. If prior to the interest of the Trust therein (it being understood Closing Buyer has Actual Knowledge that any representation or warranty of Seller is inaccurate in any material respect, whether as a result of a Seller R&W Breach or a Seller R&W Change, and Buyer consummates the Closing, Buyer shall have waived any right to declare a breach or default on the part of Seller under such defect representation or breach shall be deemed warranty and any right to have materially and adversely affected the value of such Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss terminate this Agreement as a result of such defect inaccuracy, and such representation or breach), warranty shall be deemed modified to incorporate Buyer’s Actual Knowledge as an exception to the Custodian or the Trustee shall promptly notify the Master Servicer truth and accuracy of such defect representation or breach warranty. Purchase and direct the Master Servicer to request that the Seller Sale Agreement Page 21 of such Mortgage Loan cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects within 60 days from the date on which it is notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan as provided above, if so provided in the Sales Agreement, the Seller may cause such Mortgage Loan to be removed from the Trust (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(h) hereof. Notwithstanding the foregoing, if such defect or breach is or results in a Qualification Defect, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, purchase or substitute for any Mortgage Loan as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided, however, that such provision shall not limit the indemnification provisions of Section 8.05 hereof or of any Sales Agreement.39

Seller Breach. Upon discovery Other than as expressly contained in this Agreement (including Addendum II) or notice the Transaction Documents, Seller makes no representations or warranties of any defective document kind relating to the Properties or their condition or fitness. Buyer is entitled to rely on Seller’s representations and warranties notwithstanding Buyer’s inspection and investigation of the Properties, subject to the following. Seller shall promptly notify Buyer if prior to the Closing Seller has Actual Knowledge of a Seller R&W Breach or a Seller R&W Change (as such terms are defined below). A “Seller R&W Breach” means that (i) a representation or warranty of Seller was inaccurate in any material respect when given on the Effective Date, or (ii) any representation or warranty of Seller was true when given on the Effective Date but became inaccurate in any material respect thereafter as a Trustee Mortgage Loan File result of (A) a material breach by Seller of its covenants under this Agreement or (B) an affirmative, intentional act on the part of Seller which caused such representation and warranty to become inaccurate in any material respect, or (iii) the failure of any breach by representation or warranty in Section A of Addendum II to be accurate as of the Closing. A “Seller R&W Change” means that a representation or warranty of Seller was accurate as of the Effective Date but subsequently became inaccurate in any material respect other than as a result of a Seller R&W Breach. If prior to the Closing Buyer obtains Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Breach has occurred and Seller is unable to cure such R&W Breach within ten (10) days after notice from Buyer of any such Seller R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer shall have the right, as its representationssole and exclusive remedy, warranties or covenants under a Sales to terminate this Agreement, upon which defect termination the Exxxxxx Money shall be returned to Buyer, Seller shall pay the Expense Reimbursement to Buyer, and the Parties shall have no further rights or breach materially obligations under this Agreement except for those rights and adversely affects obligations which expressly survive termination of this Agreement. If prior to the value Closing Buyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Change has occurred, and Seller is unable within ten (10) days after notice from Buyer of any Mortgage Loan such R&W Change to eliminate such inaccuracy, Buyer shall have the right, as its sole and exclusive remedy, to terminate this Agreement, upon which termination the Exxxxxx Money shall be returned to Buyer and the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement. If prior to the interest of the Trust therein (it being understood Closing Buyer has Actual Knowledge that any representation or warranty of Seller is inaccurate in any material respect, whether as a result of a Seller R&W Breach or a Seller R&W Change, and Buyer consummates the Closing, Buyer shall have waived any right to declare a breach or default on the part of Seller under such defect representation or breach shall be deemed warranty and any right to have materially and adversely affected the value of such Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss terminate this Agreement as a result of such defect inaccuracy, and such representation or breach), warranty shall be deemed modified to incorporate Buyer’s Actual Knowledge as an exception to the Custodian or the Trustee shall promptly notify the Master Servicer truth and accuracy of such defect representation or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects within 60 days from the date on which it is notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan as provided above, if so provided in the Sales Agreement, the Seller may cause such Mortgage Loan to be removed from the Trust (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(h) hereof. Notwithstanding the foregoing, if such defect or breach is or results in a Qualification Defect, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, purchase or substitute for any Mortgage Loan as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided, however, that such provision shall not limit the indemnification provisions of Section 8.05 hereof or of any Sales Agreementwarranty.

Seller Breach. Upon discovery or receipt of notice of any defective document in a Trustee Mortgage Loan File an Asset File, or of any breach by a the Seller of any of its representationsrepresentation, warranties warranty or covenants covenant hereunder or under a the Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan Asset or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan the related Asset or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee shall promptly notify the Master Servicer of such defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan Asset to cure such defect or breach and, if such breach. The Seller does not must cure such defect or breach in all material respects breach, or purchase such Asset from the Trustee on behalf of the related Trust for the benefit of the Certificateholders, within 60 90 days from after the date on which it is the Seller was notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan Asset as provided above, if so provided in the related Sales Agreement, the Seller may cause such Mortgage Loan Asset to be removed from the Trust (in which case it shall become a Deleted Mortgage LoanReplaced Asset) and substitute one or more Qualified Substitute Mortgage Loans Assets in the manner and subject to the limitations set forth in Section 2.03(h2.06(g) hereofbelow. Notwithstanding the foregoing, however, if such defect or breach is or results in a Qualification DefectDefect and one or more REMIC elections have been made with respect to the related Trust, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that -38- 44 enforcement of the obligation of the Seller to cure, cure or to purchase (or to substitute for for) any Mortgage Loan Asset as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing continuing, shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided, however, that such provision . The Servicer shall not limit use its best efforts to enforce the indemnification provisions Seller's obligations under its Sales Agreement to repurchase or substitute for Assets affected by breaches of Section 8.05 hereof or of any the Seller's representations and warranties contained in its Sales Agreement.

Seller Breach. Upon discovery or receipt of notice of any missing or defective document in a Trustee Mortgage Loan File an Asset File, or of any breach by a the Seller of any of its representationsrepresentation, warranties warranty or covenants covenant hereunder or under a the Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan Asset or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan the related Asset or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee upon actual knowledge thereof shall promptly notify the Master Servicer of such absence or defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan Asset to cure such defect or breach andbreach. For purposes of this subsection, if a document in any Asset File shall not be considered missing until the Trustee delivers its Final Certification, unless such missing document creates a materially adverse consequence to any Certificateholder. The Seller does not must cure such defect or breach in all material respects breach, or purchase such Asset from the Trust, within 60 90 days from after the date on which it is the Seller was notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan Asset as provided above, if so provided in the related Sales Agreement, the Seller may cause such Mortgage Loan Asset to be removed from the Trust (in which case it shall become a Deleted Mortgage LoanReplaced Asset) and substitute one or more Qualified Substitute Mortgage Loans Assets in the manner and subject to the limitations set forth in Section 2.03(h2.05(d) hereofbelow. Notwithstanding the foregoing, however, if such defect or breach is or results in a Qualification DefectDefect and one or more REMIC elections have been made with respect to the related Trust, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, cure or to purchase (or to substitute for for) any Mortgage Loan Asset as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing continuing, in addition to the obligation of the Seller to indemnify the Depositor and its assignees (including the Trust) for any losses and damages incurred in respect of any such breach or defect, shall constitute the sole remedy against the Seller respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided. The Master Servicer shall use its best efforts to enforce the Seller's obligations under its Sales Agreement to repurchase or substitute for Assets affected by breaches of the Seller's representations and warranties contained in its Sales Agreement, however, that such provision shall not limit and to enforce the indemnification provisions Seller's obligations to indemnify the Trust (as the assignee of Section 8.05 hereof the Depositor under the Sales Agreement) for any losses or damages it incurs as a result of any breaches of the Seller's representations and warranties contained in its Sales Agreement.