Common use of Remedies Upon Breach Clause in Contracts

Remedies Upon Breach. Advance Purchaser shall inform the Indenture Trustee and the Administrative Agent promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. Unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of such breach by Advance Purchaser or receipt of written notice of such breach by Advance Purchaser, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser shall have delivered to the Indenture Trustee an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser shall indemnify its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breach, the amount of which shall equal the Receivables Balance of any affected Receivable and each such purchase or indemnification amount to be paid hereunder, an “Indemnity Payment”. This Section 5(d) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders of all Outstanding Notes.

Remedies Upon Breach. Advance Purchaser Nationstar shall inform Advance Purchaser, the Indenture Trustee and the Administrative Agent promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. Unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of such breach by Advance Purchaser Nationstar or receipt of written notice of such breach by Advance PurchaserNationstar, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser Nationstar shall have delivered to the Indenture Trustee Advance Purchaser an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser Nationstar shall indemnify its assignees (including Advance Purchaser, the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including Advance Purchaser, the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breach, the amount of which shall equal the Receivables Balance of any affected Nationstar Receivable and each such purchase or indemnification amount to be paid hereunder, an “Indemnity Payment”. This Section 5(d4(d) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser Nationstar, pertaining to a ReceivableNationstar Receivable sold by Nationstar. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders of all Outstanding Notes.

Remedies Upon Breach. Advance Purchaser The Depositor shall inform the Indenture Trustee Trustee, the Administrator and the Administrative Agent promptly, in writing, upon the discovery of any breach of its the Depositor's representations, warranties or covenants hereunder, or Nationstar's representations, warranties or covenants under the Receivables Sale Agreement. Unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of such breach by Advance Purchaser the Depositor or receipt of written notice of such breach by Advance Purchaserthe Depositor, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser the Depositor shall have delivered to the Indenture Trustee an officer’s 's certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser the Depositor shall either repurchase the affected Receivables or indemnify the Issuer and its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), ) against and hold the Issuer and its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ ' fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breachbreach (each such repurchase or indemnification amount to be paid hereunder, an “Indemnity Payment”), the amount of which shall equal the Receivables Balance of any affected Receivable and each such purchase or indemnification amount to be paid hereunder, an “Indemnity Payment”Receivable. This Section 5(d) 5 sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders of all the Outstanding NotesNotes of each Series and the Administrative Agent.

Remedies Upon Breach. Advance Purchaser HLSS shall inform the Indenture Trustee and the Administrative Agent promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. Unless such breach shall have been cured or waived within thirty fifteen (3015) days after the earlier to occur of the discovery of such breach by Advance Purchaser HLSS or receipt of written notice of such breach by Advance PurchaserHLSS, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser HLSS shall have delivered to the Indenture Trustee an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser HLSS shall either repurchase the affected Receivables or indemnify its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breachbreach (each such repurchase or indemnification amount to be paid hereunder, an “Indemnity Payment”), the amount of which shall equal the Receivables Balance of any affected Receivable and each Receivable; provided, that any unpaid amount shall be payable at such purchase or indemnification amount time only if the Collateral Test is not satisfied, to the extent necessary to satisfy the Collateral Test. For the avoidance of doubt, in the event the Collateral Test is satisfied on the date the obligation to make such Indemnity Payment first arises, the requirement to make such outstanding Indemnity Payment shall be paid hereunder, an “Indemnity Payment”applied on any subsequent date to the extent the Collateral Test is not satisfied on such subsequent date. This Section 5(d) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser HLSS or OLS pertaining to a ReceivableReceivable and pertaining to a breach of a representation or warranty in Section 4(b) or Section 5(b), as applicable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders of all the Outstanding NotesNotes of each Series and the Administrative Agent.

Remedies Upon Breach. Advance Purchaser shall inform the Indenture Trustee and the Administrative Agent promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. Unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of such breach by Advance Purchaser or receipt of written notice of such breach by Advance Purchaser, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser shall have delivered to the Indenture Trustee an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser shall indemnify its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breach, the amount of which shall equal the Receivables Balance of any affected Receivable and each such purchase or indemnification amount to be paid hereunder, an “related Indemnity Payment”. This Section 5(d) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders Series Required Noteholders of all Outstanding Series of Notes.

Remedies Upon Breach. Advance Purchaser HLSS shall inform the Indenture Trustee and the Administrative Agent promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. Unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of such breach by Advance Purchaser HLSS or receipt of written notice of such breach by Advance PurchaserHLSS, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser HLSS shall have delivered to the Indenture Trustee an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser HLSS shall either repurchase the affected Receivables or indemnify its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breachbreach (each such repurchase or indemnification amount to be paid hereunder, an “Indemnity Payment”), the amount of which shall equal the Receivables Balance of any affected Receivable and each Receivable; provided, that any unpaid amount shall be payable at such purchase or indemnification amount time only if the Collateral Test is not satisfied, to be paid hereunder, an “Indemnity Payment”the extent necessary to satisfy the Collateral Test. This Section 5(d) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser HLSS pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders of all the Outstanding NotesNotes of each Series and the Administrative Agent.

Remedies Upon Breach. Advance Purchaser HLSS shall inform the Indenture Trustee and the Administrative Agent promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. Unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of such breach by Advance Purchaser HLSS or receipt of written notice of such breach by Advance PurchaserHLSS, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser HLSS shall have delivered to the Indenture Trustee an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser HLSS shall either repurchase the affected Receivables or indemnify its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breachbreach (each such repurchase or indemnification amount to be paid hereunder, an “Indemnity Payment”), the amount of which shall equal the Receivables Balance of any affected Receivable and each Receivable; provided, that any unpaid amount shall be payable at such purchase or indemnification amount time only if the Collateral Test is not satisfied, to the extent necessary to satisfy the Collateral Test. For the avoidance of doubt, in the event the Collateral Test is satisfied on the date the obligation to make the Indemnity Payment first arises, the requirement to make such Indemnity Payment shall be paid hereunder, an “Indemnity Payment”applied on any subsequent date to the extent the Collateral Test is not satisfied on such subsequent date. This Section 5(d) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser HLSS pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders of all the Outstanding NotesNotes of each Series and the Administrative Agent.

Remedies Upon Breach. Advance Purchaser Green Tree shall inform the Indenture Trustee and the Administrative Agent promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. Unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of such breach by Advance Purchaser Green Tree or receipt of written notice of such breach by Advance PurchaserGreen Tree, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser Green Tree shall have delivered to the Indenture Trustee an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser Green Tree shall either repurchase the affected Receivables or indemnify its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breach, the amount of which shall equal the Receivables Balance of any affected Receivable and each such purchase or indemnification amount to be paid hereunder, an “Indemnity Payment”. This Section 5(d4(d) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser Green Tree, as servicer, pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders Noteholders of all Outstanding Notes.

Remedies Upon Breach. Advance Purchaser Nationstar shall inform Advance Purchaser, the Indenture Trustee and the Administrative Agent promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. Unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of such breach by Advance Purchaser Nationstar or receipt of written notice of such breach by Advance PurchaserNationstar, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser Nationstar shall have delivered to the Indenture Trustee Advance Purchaser an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser Nationstar shall indemnify its assignees (including Advance Purchaser, the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including Advance Purchaser, the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breach, the amount of which shall equal the Receivables Balance of any affected Nationstar Receivable and each such purchase or indemnification amount to be paid hereunder, an “Indemnity Payment”. This Section 5(d4(d) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser Nationstar, pertaining to a ReceivableNationstar Receivable sold by Nationstar. Advance Purchaser may waive the payment by Nationstar of any requirement to make any Indemnity Payment if Advance Purchaser makes such Indemnity Payment for such Receivable pursuant to Section 5 below. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders Series Required Noteholders of all Outstanding Series of Notes.

Remedies Upon Breach. Advance Purchaser OLS shall inform the Indenture Trustee and the Administrative Agent HLSS promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. Unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of such breach by Advance Purchaser OLS or receipt of written notice of such breach by Advance PurchaserOLS, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser OLS shall have delivered to the Indenture Trustee HLSS an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser OLS shall either repurchase the affected Receivables or indemnify its assignees (including HLSS, the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including HLSS, the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breachbreach (each such repurchase or indemnification amount to be paid hereunder, an “Indemnity Payment”), the amount of which shall equal the Receivables Balance of any affected Receivable and each such purchase or indemnification amount to be paid hereunder, an “Indemnity Payment”Receivable. This Section 5(d4(D) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser OLS, as servicer (prior to the MSR Transfer Date), pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders of all Outstanding Notes.

Remedies Upon Breach. Advance Purchaser HLSS shall inform the Indenture Trustee and the Administrative Agent promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. Unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of such breach by Advance Purchaser HLSS or receipt of written notice of such breach by Advance PurchaserHLSS, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Advance Purchaser HLSS shall have delivered to the Indenture Trustee an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Advance Purchaser HLSS shall either repurchase the affected Receivables or indemnify its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breachbreach (each such repurchase or indemnification amount to be paid hereunder, an “Indemnity Payment”), the amount of which shall equal the Receivables Balance of any affected Receivable and each such purchase or indemnification amount to be paid hereunder, an “Indemnity Payment”Receivable. This Section 5(d5(D) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Advance Purchaser HLSS, as servicer (on or after the MSR Transfer Date), pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Majority Holders of all Outstanding Notes.