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

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing 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 60 days of the earlier of either discovery by or notice to the Servicer of any Breach of a representation or warranty set forth in Section 6.01 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, 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold 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 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 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Seller, the Depositor or the Owner NIMS Insurer 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer or the NIM Insurer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Trustee and the NIMS Insurer respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor, the Trustee or the NIMS Insurer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer, the Depositor or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerTrustee's or the Master Servicer'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 discretionServicer. Such assignment shall be made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Indenture Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 sixty (60) days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's its 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05(a). Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(l), 5 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Trustee or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 10 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Depositor, the NIMS Insurer or the Owner Seller 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 Property, the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller, the case of any of Depositor, the foregoing, a "Breach")Master Servicer or the NIMS Insurer, the party discovering such Breach breach shall give prompt written notice to the otherothers. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 5 days) the earlier of either discovery by or notice to the Servicer of any Breach a breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's option of the Trustee’s, the Master Servicer’s or the NIMS Insurer’s option, assign the Servicer's ’s rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to servicer selected by the Master Servicer with the prior consent and approval of the Owner, which approval shall be in the Owner's sole discretionNIMS Insurer. Such assignment shall be made in accordance with Section 10.019.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the NIMS Insurer, the Depositor and the Trustee (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Depositor, the NIMS Insurer and the Trustee hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the NIMS Insurer or the Depositor to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, the Depositor, the Master Servicer or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner NIMS Insurer 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")NIMS Insurer, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer or the Depositor to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Trustee or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 10 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or applicable Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(1), 5 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Indenture Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 [60] days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerIndenture Trustee's or the Master Servicer's option, assign the Servicer's its rights and obligations under this Agreement (or respecting with respect to 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 made in accordance with Section 10.01Sections 4.06(b) and 4.06(c). In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer's representations and warranties contained in this AgreementSection 4.05. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Seller, the Depositor or the Owner NIMS Insurer 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 5 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s, the Master Servicer’s or the NIM Insurer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Trustee and the NIMS Insurer respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor, the Trustee or the NIMS Insurer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer, the Depositor or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days (or, in the case of any breach of a representation or warranty set forth in Section 6.01(j), 10 days) of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Seller, the Depositor or the Owner NIMS Insurer 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer or the NIM Insurer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Trustee and the NIMS Insurer respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor, the Trustee or the NIMS Insurer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer, the Depositor or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it each of them harmless against for 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 breach of a representation or assertion based on or grounded upon, or resulting from, a Breach of the Servicer representations and warranties contained warranty set forth in this AgreementSection 6.01 as provided in Section 6.03. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Indenture Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Indenture Trustee’s or the Master Servicer’s option, assign the Servicer's its rights and obligations under this Agreement (or respecting with respect to 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 made in accordance with Section 10.01Sections 4.06(b) and 4.06(c). In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 sixty (60) days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's its 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05(a). Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Seller or the Owner Depositor 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer and the Trustee and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer or the Depositor for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 4.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerIssuer and the Trustee, as assignee of the Issuer. Upon discovery by either any of the Servicer Servicer, the Issuer or the Owner Trustee 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 or the interest of the Owner (in Issuer or the case of any of the foregoing, a "Breach")Trustee, the party Person discovering such Breach breach shall give prompt written notice to the otherparties to this Agreement and/or to the Trustee, as applicable. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerIssuer's or Trustee'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 OwnerIssuer and the Trustee, which approval shall be in the OwnerIssuer's and Trustee's sole discretion. Such assignment shall be made in accordance with Section 10.017.01. In addition, the Servicer shall indemnify the Owner Issuer and the Trustee and hold it the Issuer and the Trustee harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other reasonable out-of-pocket costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach 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 breach of any representations and warranties made in Section 6.01 4.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Issuer or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Issuer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each any Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, any Depositor, the Master Servicer and each Trust, Certificate Insurer and Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Trustee, Certificate Insurer, any Depositor or the Owner Seller 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 Securitized Loans, the Mortgaged Property or Property, the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller, any Depositor, the case of any of Master Servicer, Certificate Insurer, the foregoing, a "Breach")related Trust or the related Trustee, the party discovering such Breach breach shall give prompt written notice to the otherothers. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach a breach of a representation or warranty set forth in Section 6.01 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 Securitized Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's optionoption of the Master Servicer, assign the Servicer's ’s rights and obligations under this Agreement (or respecting the affected Mortgage Securitized Loans) with respect to a Trust to a successor servicer, subject to servicer selected by the Master Servicer with the prior consent and approval of the Owner, which approval shall be in the Owner's sole discretionTrustee. Such assignment shall be made in accordance with Section 10.019.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, Certificate Insurer, any Depositor and each Trustee and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, any Depositor, and each Trust and Trustee hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, Certificate Insurer, any Depositor or a Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, any Depositor, Certificate Insurer, the Master Servicer or a Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 4.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing Date the date hereof hereunder 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 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 LoansNotes, 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")Owner, the party Person discovering such Breach breach shall give prompt written notice to the otherother party to this Agreement. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.01 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 LoansNotes, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach 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 LoansNotes) 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 made in accordance with Section 10.017.01. In addition, the Servicer shall indemnify the Owner and hold it the Owner harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other reasonable out-of-pocket costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach 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 breach of any representations and warranties made in Section 6.01 4.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Depositor, the NIMS Insurer or the Owner Seller 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 Property, the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller, the case of any of Depositor, the foregoing, a "Breach")Master Servicer or the NIMS Insurer, the party discovering such Breach breach shall give prompt written notice to the otherothers. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach a breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's optionoption of the Master Servicer or the NIMS Insurer, assign the Servicer's ’s rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to servicer selected by the Master Servicer with the prior consent and approval of the Owner, which approval shall be in the Owner's sole discretionNIMS Insurer. Such assignment shall be made in accordance with Section 10.019.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the NIMS Insurer, the Depositor and the Trustee and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Depositor, the NIMS Insurer and the Trustee hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner to Seller, the Master Servicer, the NIMS Insurer, the Depositor or the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, the Depositor, the Master Servicer or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Depositor, the NIMS Insurer or the Owner Seller 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 Property, the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller, the case of any of Depositor, the foregoing, a "Breach")Master Servicer or the NIMS Insurer, the party discovering such Breach breach shall give prompt written notice to the otherothers. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach a breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's optionoption of the Master Servicer or the NIMS Insurer, assign the Servicer's ’s rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to servicer selected by the Master Servicer with the prior consent and approval of the Owner, which approval shall be in the Owner's sole discretionNIMS Insurer. Such assignment shall be made in accordance with Section 10.019.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the NIMS Insurer, the Depositor and the Trustee and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Depositor, the NIMS Insurer and the Trustee hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the NIMS Insurer or the Depositor to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, the Depositor, the Master Servicer or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Indenture Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Seller, the Depositor or the Owner Indenture Trustee 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Issuer and the Indenture Trustee and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Indenture Trustee and the Issuer respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer or the Depositor for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Seller, the Depositor, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Seller, the case of any of Depositor, the foregoingMaster Servicer, a "Breach")the NIMS Insurer or the Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), such period as set forth in Section 8.01(a)(ii) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s, the NIM Insurer’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Depositor, the NIMS Insurer or the Owner Seller 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 Property, the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller, the case of any of Depositor, the foregoing, a "Breach")Master Servicer or the NIMS Insurer, the party discovering such Breach breach shall give prompt written notice to the otherothers. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach a breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's optionoption of the Master Servicer or the NIMS Insurer, assign the Servicer's ’s rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to servicer selected by the Master Servicer with the prior consent and approval of the Owner, which approval shall be in the Owner's sole discretionNIMS Insurer. Such assignment shall be made in accordance with Section 10.019.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the NIMS Insurer, the Depositor and the Trustee and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Depositor, the NIMS Insurer and the Trustee hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the NIMS Insurer or the Depositor to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, the Depositor, the Master Servicer or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer's representations and warranties contained in this Agreement. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Indenture Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Indenture Trustee’s or the Master Servicer’s option, assign the Servicer's its 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 made in accordance with Section 10.01Sections 4.06(b) and 4.06(c). In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Seller, the Depositor or the Owner NIMS Insurer 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 10 days) of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s, the Master Servicer’s or the NIM Insurer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Trustee and the NIMS Insurer respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor, the Trustee or the NIMS Insurer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer, the Depositor or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Seller, the Depositor, the Trustee or the Owner NIMS Insurer 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 Properties or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 10 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s, the Master Servicer’s or the NIM Insurer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Trustee and the NIMS Insurer respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor, the Trustee or the NIMS Insurer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, the Trustee, the Master Servicer, the Depositor or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner NIMS Insurer 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")NIMS Insurer, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in Section 6.01. It is understood and agreed that the remedies set forth in this AgreementSection 6.02 constitute the sole remedies of the Master Servicer, the Trustee and the NIMS Insurer hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Trustee or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 5 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Trustee, the Depositor, the NIMS Insurer or the Owner Seller 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 Serviced Mortgage Loans, the Mortgaged Property or Property, the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller, the case of any of Depositor, the foregoingMaster Servicer, a "Breach")the NIMS Insurer or the Trustee, the party discovering such Breach breach shall give prompt written notice to the otherothers. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach a breach of a representation or warranty set forth in Section 6.01 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 Serviced Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold 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 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 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.if

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(l), 5 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.019.01. 41 In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Seller or the Owner Depositor 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 10 days) of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer and the Trustee (and each of their respective directors, officers, employees and agents) and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer or the Depositor for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Indenture Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 sixty (60) days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall 201359 HomeBanc 2006-2 Transfer and Servicing Agreement use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's its 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05(a). Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Seller or the Owner Depositor 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer and the Trustee and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer or the Depositor for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerTrustee's or the Master Servicer'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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold 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 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 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.Mortgage

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner NIMS Insurer 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")NIMS Insurer, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in Section 6.01. It is understood and agreed that the remedies set forth in this AgreementSection 6.02 constitute the sole remedies of the Master Servicer, the Depositor, the Trustee and the NIMS Insurer hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer and the Trustee and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in Section 6.01. It is understood and agreed that the remedies set forth in this AgreementSection 6.02 constitute the sole remedies of the Master Servicer hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Seller, the Depositor, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Seller, the case of any of Depositor, the foregoingMaster Servicer, a "Breach")the NIMS Insurer or the Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), ten (10) Business Days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s, the NIM Insurer’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Trustee or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 5 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Indenture Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 [sixty (60)] days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's its 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05(a). Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing Transfer Date hereunder 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 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")Owner, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's ’s option, assign the Servicer's ’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 ’s sole discretion. Such assignment shall be made in accordance with Section 10.01Sections 10.01 and 10.02. In addition, the Servicer shall indemnify the Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Owner respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Seller, the Depositor, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Seller, the case of any of Depositor, the foregoingMaster Servicer, a "Breach")the NIMS Insurer or the Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), such period as set forth in Section 8.01(a)(ii)) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s, the NIM Insurer’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing the related Transfer Date hereunder 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 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")Owner, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach 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 made in accordance with Section 10.01Sections 9.01 and 10.01 hereof. In addition, the Servicer shall indemnify the Owner and hold 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 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 breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing 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 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")Owner, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shallOwner may, at in the Owner's optionsole and absolute discretion (i) terminate the Servicer for cause under Section 9.01 of this Agreement, (ii) assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject servicer (such assignment 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 Sections 9.01 and 10.01. In addition, ) and (iii) exercise all rights and remedies which the Owner may have at law or in equity against the Servicer shall indemnify except as such rights and remedies may be limited by the Owner and hold 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 terms 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 material breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach material breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach material breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Seller 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 Revolving Credit Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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 Revolving Credit Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’s rights and obligations under this Agreement (or respecting the affected Mortgage Revolving Credit Loans) to a successor servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing Date hereunder 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 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")Owner, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 and in Section 7.01 constitute the sole remedies of the Owner respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of each Seller (with respect to its related Mortgage Loans) and the OwnerTrustee. Upon discovery by either the Servicer, the Master Servicer or the Owner either Seller 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 or the interest of either Seller (with respect to its related Mortgage Loans) or the Owner (in the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerTrustee's or the Master Servicer'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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold 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 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 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.Mortgage

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Seller or the Owner Depositor 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerMaster Servicer'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 discretionServicer. Such assignment shall be made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer and the Trustee (and each of their respective directors, officers, employees and agents) and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer or the Depositor for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner NIMS Insurer 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")NIMS Insurer, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Seller, the Depositor or the Owner NIMS Insurer 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 10 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s, the Master Servicer’s or the NIM Insurer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Trustee and the NIMS Insurer respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor, the Trustee or the NIMS Insurer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer, the Depositor or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the Issuer and the Indenture Trustee. Upon discovery by either any of the Servicer, the Master Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of Issuer or the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Indenture Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Indenture Trustee and the Issuer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of of, the OwnerSellers, the Master Servicer, the Securities Administrator, the Program Administrator, the NIMS Insurer, if any, and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Program Administrator, the Sellers, the Securities Administrator, or the Owner Trustee 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 t he security interest on such Mortgaged Property or the interest of the Owner (in Sellers, the case of any of Program Administrator, the foregoingMaster Servicer, a "Breach")the Securities Administrator or the Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Sellers, the Master Servicer, the Trustee, the Securities Administrator , the Program Administrator and the NIMS Insurer, if any, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Sellers, the Master Servicer, the Program Administrator, the NIMS Insurer, if any, the Securities Administrator and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Sellers, the Master Servicer, the Trustee, the Program Administrator and the NIMS Insurer, if any, to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by either Seller, the Owner Trustee, the Securities Administrator, the Master Servicer, the Program Administrator and the NIMS Insurer, if any, for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(1), 5 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Trustee or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(j), 10 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Seller, the Depositor, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Seller, the case of any of Depositor, the foregoingMaster Servicer, a "Breach")the NIMS Insurer or the Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), ten (10) days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s, the NIM Insurer’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 sixty (60) days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's its 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05(a). Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Trustee for compliance with this Agreement.. 217412 HomeBanc 2007-1 Pooling and Servicing Agreement

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 [sixty (60)] days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's its 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05(a). Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 4.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerIssuer and the Trustee, as assignee of the Issuer. Upon discovery by either any of the Servicer Servicer, the Issuer or the Owner Trustee 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 LoansNotes, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Issuer or the case of any of the foregoing, a "Breach")Trustee, the party Person discovering such Breach breach shall give prompt written notice to the otherparties to this Agreement and/or to the Trustee, as applicable. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.01 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 LoansNotes, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerIssuer's or Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage LoansNotes) to a successor servicer, subject to the approval of the OwnerIssuer and the Trustee, which approval shall be in the OwnerIssuer's and Trustee's sole discretion. Such assignment shall be made in accordance with Section 10.017.01. In addition, the Servicer shall indemnify the Owner Issuer and the Trustee and hold it the Issuer and the Trustee harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other reasonable out-of-pocket costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach 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 breach of any representations and warranties made in Section 6.01 4.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Issuer or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Issuer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall Sections 4.05(a)shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer Servicer, and shall inure to the benefit of the OwnerIndenture Trustee. Upon discovery by either the Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Indenture Trustee’s option, assign the Servicer's its 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 made in accordance with Section 10.01Sections 4.06(e) and 4.06(f). In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Depositor or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Indenture Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerIndenture Trustee's or the Master Servicer's option, assign the Servicer's its rights and obligations under this Agreement (or respecting with respect to 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 made in accordance with Section 10.01Sections 4.06(b) and 4.06(c). In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer's representations and warranties contained in this AgreementSection 4.05. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner NIMS Insurer 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")NIMS Insurer, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 10 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s, the Master Servicer’s or the NIMS Insurer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer or the Depositor to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Depositor, the NIMS Insurer or the Owner Seller 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 Property, the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller, the case of any of Depositor, the foregoing, a "Breach")Master Servicer or the NIMS Insurer, the party discovering such Breach breach shall give prompt written notice to the otherothers. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 5 days) the earlier of either discovery by or notice to the Servicer of any Breach a breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's option of the Trustee’s, the Master Servicer’s or the NIMS Insurer’s option, assign the Servicer's ’s rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to servicer selected by the Master Servicer with the prior consent and approval of the Owner, which approval shall be in the Owner's sole discretionNIMS Insurer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the NIMS Insurer, the Depositor and the Trustee (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Depositor, the NIMS Insurer and the Trustee hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the NIMS Insurer or the Depositor to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, the Depositor, the Master Servicer or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the Issuer and the Indenture Trustee. Upon discovery by either the Servicer Servicer, or the Owner Master Servicer 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 or the interest interests of the Owner (in the case of any of the foregoing, a "Breach")Master Servicer, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Issuer and the Indenture Trustee and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer or the Depositor to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each any Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, any Depositor, the Master Servicer and each Trust, NIMs Insurer and Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Trustee, NIMs Insurer, any Depositor or the Owner Seller of a Breach breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer Servicer, together with its designated subservicer, to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Securitized Loans, the Mortgaged Property or Property, the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller, any Depositor, the case of any of Master Servicer, NIMs Insurer, the foregoing, a "Breach")related Trust or the related Trustee, the party discovering such Breach breach shall give prompt written notice to the otherothers. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach a breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer Servicer, together with its designated subservicer, to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Securitized Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's optionoption of the Trustee, assign the Servicer's ’s rights and obligations under this Agreement (or respecting the affected Mortgage Securitized Loans) with respect to a Trust to a successor servicer, subject to servicer selected by the related Trustee with the prior consent and approval of the Owner, which approval shall be in the Owner's sole discretionMaster Servicer. Such assignment shall be made in accordance with Section 10.019.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, NIMs Insurer, any Depositor and each Trustee and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, any Depositor, and each Trust and Trustee hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, NIMs Insurer, any Depositor or a Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, any Depositor, NIMs Insurer, the Master Servicer or a Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing 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 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 60 days of the earlier of either discovery by or notice to the Servicer of any Breach of a representation or warranty set forth in Section 6.01 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, 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold 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 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 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer and the Trustee and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Trustee or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), 10 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer and the Indenture Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in Master Servicer or the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Transfer and Servicing Agreement Within 60 sixty (60) days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Master Servicer’s option, assign the Servicer's its 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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05(a). Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer or the Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the Seller, the Depositor or the Owner NIMS Insurer 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerMaster Servicer or the NIMS Insurer'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 discretionServicer. Such assignment shall be made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, the Trustee and the NIMS Insurer respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, the Depositor, the Trustee or the NIMS Insurer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, Master Servicer, the Depositor or the NIMS Insurer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of each Seller (with respect to its related Mortgage Loans), the OwnerDepositor and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, either Seller, the Depositor, or the Owner Trustee 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 or the interest of either Seller (with respect to its related Mortgage Loans), the Owner (in Depositor or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerTrustee'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 made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold 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 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 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.and

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing the Servicing Transfer Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Master Servicer, the Depositor and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days (or, in the case of any breach of a representation or warranty set forth in Section 6.01(j), 10 days) of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 discretionServicer. Such assignment shall be made in accordance with Section 10.01Sections 9.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(l), 10 days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 Sections 4.05(a) shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer Servicer, and shall inure to the benefit of the OwnerIndenture Trustee. Upon discovery by either the Servicer or the Owner Indenture Trustee 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 or the interest interests of the Owner (in the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the otherother parties. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 4.05(a) 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Indenture Trustee’s option, assign the Servicer's its 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 made in accordance with Section 10.01Sections 4.06(e) and 4.06(f). In addition, the Servicer shall indemnify the Owner all other parties to this Agreement and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 4.05. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 4.05(a) shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Depositor or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Indenture Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it each of them harmless against for 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 breach of a representation or assertion based on or grounded upon, or resulting from, a Breach of the Servicer representations and warranties contained warranty set forth in this AgreementSection 6.01 as provided in Section 6.03. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller and the Trustee. Upon discovery by either the Servicer, the Master Servicer or the Owner Seller 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 or the interest of the Owner (in Seller or the case of any of the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerTrustee's or the Master Servicer'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 discretionServicer. Such assignment shall be made in accordance with Section 10.019.01. In addition, the Servicer shall indemnify the Owner Seller, the Trustee and the Master Servicer and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller or the Master Servicer to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller or the Master Servicer for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, the Depositor, the Master Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Seller, the Depositor, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Seller, the case of any of Depositor, the foregoingMaster Servicer, a "Breach")the NIMS Insurer or the Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of (or, in the case of any breach of a representation or warranty set forth in Section 6.01(k), ten (10) Business Days) the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s, the NIM Insurer’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.01Sections 9.01 and 9.02. -42- In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, the Trustee and the NIMS Insurer (and each of their respective directors, officers, employees and agents) and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date or Servicing Transfer Date, as applicable, hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerMaster Servicer, the NIMS Insurer and the Trustee. Upon discovery by either the Servicer Servicer, the Master Servicer, the NIMS Insurer or the Owner Trustee 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 or the interest interests of the Owner (in Master Servicer, the case of any of NIMS Insurer or the foregoing, a "Breach")Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's Trustee’s or the Master Servicer’s option, assign the Servicer's ’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 made in accordance with Section 10.019.01. Notwithstanding anything to the contrary contained herein, the parties hereto agree that upon the assignment of the Servicer’s rights and obligations pursuant to this Section 6.02, the Master Servicer shall notify the Servicing Rights Pledgee promptly of such assignment and, pursuant to Section 9.13 hereof, the Servicer’s rights and obligations hereunder shall be assigned to the Servicing Rights Pledgee on the terms and conditions contained in Section 9.13. In addition, the Servicer shall indemnify the Owner Master Servicer, the Trustee and the NIMS Insurer and hold it 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 breach of the Servicer Servicer’s representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Master Servicer, the Depositor or the Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Master Servicer, the NIMS Insurer or the Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 3.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing Date and the delivery of the Servicing Files to the Servicer related Transfer Date, and shall inure to the benefit of the Owner. Upon discovery by notice to either the 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 a Mortgage Loan or the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property Loans or the interest of the Owner (in the case of any Mortgage Loan or all of the foregoing, a "Breach")Mortgage Loans or the servicing thereof, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 The Servicer shall have a period of one hundred twenty (120) days of from the earlier of either its discovery by or its receipt of notice to the Servicer of any Breach of a representation such breach within which to correct or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts promptly to cure such Breach in all material respects and, breach. The Servicer hereby covenants and agrees that if any such Breach canbreach is not be curedcorrected or cured within such one hundred twenty (120) day period, the Servicer shall, at the Owner's option, ’s option assign the Servicer's ’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 ’s sole discretion. Such assignment shall be made in accordance with Section 10.0111.04 hereof without the payment of any termination fee. In addition, It is understood and agreed that the Servicer shall indemnify the Owner and hold 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 obligation of the Servicer set forth in this Section 3.02 to assign the Servicer’s rights and obligations to a successor Servicer, and to indemnify Owner pursuant to Section 8.01, constitutes the sole remedies of the Owner respecting a breach of the foregoing representations and warranties contained warranties. If the Servicer fails to assign the Servicer’s rights and obligations to a successor Servicer in accordance with this Section 3.02, or to indemnify Owner pursuant to Section 8.01, that failure shall, upon compliance by the Owner with the last paragraph of this Section 3.02, be an Event of Default and the Owner shall be entitled to pursue all remedies available in this AgreementAgreement as a result thereof. No provision of this paragraph shall affect the rights of the Owner to terminate this Agreement for cause, as set forth in Sections 10.01 and 11.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 3.01 shall accrue upon (i) the earlier of discovery of such Breach breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure periodbreach, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each any Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSeller, any Depositor, the Master Servicer and each Trust and Trustee. Upon discovery by either any of the Servicer Servicer, the Master Servicer, the Trustee, any Depositor or the Owner Seller of a Breach breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer Servicer, together with the Sub-Servicer, to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Securitized Loans, the Mortgaged Property or Property, the priority of the security interest on such Mortgaged Property or the interest of the Owner (in Seller, any Depositor, the case of any of Master Servicer, the foregoing, a "Breach")related Trust or the related Trustee, the party discovering such Breach breach shall give prompt written notice to the otherothers. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach a breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer Servicer, together with its designated sub-servicer, to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Securitized Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the Owner's optionoption of the Trustee, assign the Servicer's ’s rights and obligations under this Agreement (or respecting the affected Mortgage Securitized Loans) with respect to a Trust to a successor servicer, subject to servicer selected by the related Trustee with the prior consent and approval of the Owner, which approval shall be in the Owner's sole discretionMaster Servicer. Such assignment shall be made in accordance with Section 10.019.01 and 9.02. In addition, the Servicer shall indemnify the Owner Seller, the Master Servicer, any Depositor and each Trustee and hold it 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 Costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach breach of the Servicer Servicer’s representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Seller, the Master Servicer, any Depositor, and each Trust and Trustee hereunder respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Seller, the Master Servicer, any Depositor or a Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Seller, any Depositor, the Master Servicer or a Trustee for compliance with this Agreement.

Remedies for Breach of Representations and Warranties of the Servicer. It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each the related Closing Date hereunder and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the OwnerSecurities Administrator and the Indenture Trustee. Upon discovery by either any of the Servicer Servicer, the Securities Administrator or the Owner Indenture Trustee 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 or the interest interests of the Owner (in Securities Administrator or the case of any of the foregoing, a "Breach")Indenture Trustee, the party discovering such Breach breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach breach of a representation or warranty set forth in Section 6.01 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, the Servicer shall use its Best Efforts best efforts promptly to cure such Breach breach in all material respects and, if such Breach breach cannot be cured, the Servicer shall, at the OwnerIndenture Trustee's or the Securities Administrator'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 made in accordance with Section 10.01Sections 8.01 and 8.02. In addition, the Servicer shall indemnify the Owner Securities Administrator and the Indenture Trustee and hold it 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 breach of the Servicer Servicer's representations and warranties contained in this AgreementSection 6.01. Any cause of action against the Servicer relating to or arising out of the Breach breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach breach by the Servicer or notice thereof by the Owner Securities Administrator, the Depositor or the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure such Breach breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner Securities Administrator or the Indenture Trustee for compliance with this Agreement.