Common use of Repurchase and Substitution Clause in Contracts

Repurchase and Substitution. (a) With respect to any Mega Issue or SMBS Series, upon discovery of a breach by the Transferor of a representation or warranty made by the Transferor to the Issuer with respect to the Trust Assets included in the Trust Fund, the Issuer may, within 90 days of discovery of such breach, repurchase from the Trust at the applicable Purchase Price any Trust Assets with respect to which such breach applies; provided, however, that no Pooled Security that is a principal only security or an interest only security may be repurchased by the Issuer pursuant to this Section 2.06(a). (b) The Issuer will, as soon as practicable, repurchase from the Trust at the applicable Purchase Price any Trust Assets 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 such Trust Assets was unauthorized; or (ii) a court or governmental agency requires purchase of such Trust Assets from a Trust. (c) With respect to any Mega Issue, in lieu of repurchasing a Pooled Security pursuant to Section 2.06(a), the Issuer may remove such Pooled Security from the related Trust Fund and substitute therefor one or more Pooled Securities; provided, that such substitution will be permissible only if (i) such substitute Pooled Securities have the characteristics set forth in the related Final Data Statement (ii) such substitute Pooled Securities have an aggregate principal balance, as of the date of substitution, equal to the aggregate principal balance of the repurchased Pooled Security, (iii) such substitute Pooled Securities have the same prefix designation, for Pooled Securities that are fixed-rate Pooled Megas, and have the same subtype designation, for Pooled Securities that are adjustable-rate Pooled Megas, as all other Pooled Securities in the related Trust Fund and (iv) such substitution occurs within 90 days of the related Mega Issue Date. (d) Any repurchase or substitution occurring pursuant to this Section 2.06 will be effective as of the first day of the calendar month in which such repurchase or substitution occurs. Upon removal and substitution (if applicable) of any Pooled Security, the Issuer will amend the related Schedule of Trust Assets to reflect such removal and substitution (if applicable).