Purchase and Substitution Sample Clauses
The Purchase and Substitution clause defines the terms under which one party may buy goods, services, or assets and, if necessary, replace them with alternatives. Typically, this clause outlines the conditions that allow for substitution, such as unavailability, defects, or failure to meet specifications, and may specify the process for approval or notification. Its core function is to provide flexibility in procurement, ensuring that contractual obligations can still be met even if the original items cannot be supplied, thereby minimizing disruption and managing supply risks.
Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement.
(b) Upon discovery by the Depositor, the Sponsor, the Servicer, the Indenture Trustee or a Noteholder of a breach of any of the representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loan, or which materially and adversely affects the interests of the Noteholders in the related Mortgage Loan, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b).
(c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans.
(d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Mont...
Purchase and Substitution. Section 3.6
Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to the related Group shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. Upon discovery by the Seller, the Servicer, any Subservicer, the Custodian, the Indenture Trustee, the Note Insurer or any Noteholders or the Certificateholder of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the Securityholders, or which materially and adversely affects the interests of the Note Insurer or the Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, promptly cure such breach in all material respects, or (b) on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage Loan, in the manner and at the price specified in Section 2.05(b) above or (2) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans. Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the fir...
Purchase and Substitution. 42 ARTICLE IV ADMINISTRATION AND SERVICING OF THE HOME LOANS
Purchase and Substitution. 14 ARTICLE V ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS.....................................................16 (i)
Purchase and Substitution. 53 Section 3.04 Representations, Warranties and Covenants of the Trustee, the Collateral Agent and the Back-up Servicer.......................................................................55 ARTICLE IV THE CERTIFICATES
Purchase and Substitution. 67 ARTICLE IV THE CERTIFICATES
Purchase and Substitution. 42 ARTICLE IV
Purchase and Substitution. 37 ARTICLE IV THE CERTIFICATES......................................................................................38 Section 4.01 The Certificates...........................................................................38 Section 4.02 Registration of Transfer and Exchange of Certificates......................................39 Section 4.03 Mutilated, Destroyed, Lost or Stolen Certificates..........................................43 Section 4.04 Persons Deemed Owners......................................................................43
Purchase and Substitution. (a) Upon discovery of a breach by the Transferor of a representation or warranty made by the Transferor to the Issuer with respect to the Mortgage-Backed Securities to be included in the Trust Fund, the Issuer may, within 90 days of discovery of such breach, purchase from the Trust at the applicable Purchase Price any Mortgage-Backed Security with respect to which such breach applies.
(b) The Issuer will, as soon as practicable, purchase from the Trust at the applicable Purchase Price any Mortgage-Backed Security if (i) the Issuer, a court of competent jurisdiction or a governmental agency duly authorized to oversee or regulate the Issuer’s business determines that the Issuer’s acquisition of that Mortgage-Backed Security was unauthorized; or (ii) a court or governmental agency requires purchase of that Mortgage-Backed Security from a Trust.
(c) Notwithstanding the foregoing, no Mortgage-Backed Security that is a principal only security or an interest only security may be purchased by the Issuer pursuant to Section 2.06(a).
(d) In lieu of purchasing a Mortgage-Backed Security pursuant to Section 2.06(a), the Issuer may remove such Mortgage-Backed Security from the Trust and substitute therefor one or more Mortgage-Backed Securities; provided, that such substitution will be permissible only if (i) such substitute Mortgage-Backed Securities have the agreed upon characteristics for Mortgage- Backed Securities to be included in the Trust Fund (subject to customarily permitted tolerances),