Repurchase or Substitution Clause Samples

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Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Price. In addition, the Seller hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At th...
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Repurchase or Substitution. Upon discovery by the Seller, the Purchaser, the Trustee or any assignee, transferee or designee of the Trustee of a missing or defective document in the Mortgage File, as provided in Section 2 of this Agreement or the Pooling and Servicing Agreement or a breach of any of the representations and warranties set forth in Section 3 and Section 4 (to the extent provided therein) that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Purchaser or the Purchaser's assignee, the party discovering such breach shall give prompt written notice to the others. Within 90 days after the earlier of the Seller's discovery or receipt of notification of such missing or defective document or breach of a representation and warranty (notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty), the Seller shall promptly cure such breach in all material respects, or in the event such missing or defective document or breach cannot be cured, the Seller shall repurchase the affected Mortgage Loan. Alternatively, the Seller hereby agrees (notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty), if so requested by the Purchaser, to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in Section 3 (to the extent provided therein) or Section 4, as applicable, above would not have been incorrect (except for representations and warranties as to the correctness of the related Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have on the date of substitution the criteria set forth in the definition of "Substitute Mortgage Loan" in the Pooling and Servicing Agreement and will comply with the substitution provisions of Section 2.02 of the Pooling and Servicing Agreement. The Seller shall remit to the Purchaser, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. If the breach of the representation set forth in clauses (k) and (o) of Section 3 herein or in clauses (f) and (oo) of Section 4 herein occurs as a result of a violation of an applicable predatory or abusive lending law, the Seller agrees to reimburse the Purchaser for all costs an...
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Repurchase or Substitution of Mortgage Loans by the Originators, the Seller or the Depositor; Payment of Prepayment Charges in the event of breach. (a) Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, the Mortgage File or of the breach by any Originator or the Seller of any representation, warranty or covenant under each Mortgage Loan Purchase Agreement or the Letter Agreement, as applicable, in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders (in the case of any such representation or warranty made in each Mortgage Loan Purchase Agreement or the Letter Agreement, as applicable, to the knowledge or the best of knowledge of such Originator or the Seller, as to which such Originator or the Seller has no knowledge, without regard to the Originator's or the Seller's lack of knowledge with respect to the substance of such representation or warranty being inaccurate at the time it was made), the Trustee shall promptly notify the Seller and the related Servicer of such defect, missing document or breach and cause such Originator or Seller, as applicable, to deliver such missing document or cure such defect or breach within 90 days from the date the Originator or Seller, as applicable, was notified of such missing document, defect or breach; provided that such missing document was not previously delivered by the Originator under the applicable Mortgage Loan Purchase Agreement. If such Originator or the Seller, as the case may be, does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the obligations of such Originator or the Seller, as applicable, under the related Mortgage Loan Purchase Agreement or the Letter Agreement, as the case may be, to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price within 90 days after the date on which such Originator or the Seller, as applicable, was notified (subject to Section 2.03(d)) of such missing document, defect or breach, if and to the extent that such Originator or the Seller, as applicable, is obligated to do so under the related Mortgage Loan Purchase Agreement or the Letter Agreement, as applicable. In the event that the Originator or the Seller, as the case may be, shall fail to cure the applicable breach or repurchase a Mortgage Loan in accordance with the preceding sentence, the De...
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Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor;
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Repurchase or Substitution of Mortgage Loans by the Originators, the Seller or the Depositor; Payment of Prepayment Charges in the
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Repurchase or Substitution of Mortgage Loans by the Originator, the Seller or the Depositor; Payment of Prepayment Charges in the event of breach. (a) Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, the Mortgage File or of the breach by the Originator or the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders (in the case of any such representation or warranty made to the knowledge or the best of knowledge of the Originator or the Seller, as to which the Originator or the Seller has no knowledge, without regard to the Originator's or the Seller's lack of knowledge with respect to the substance of such representation or warranty being inaccurate at the time it was made), the Trustee (or a Custodian on behalf of the Trustee) shall promptly notify the Originator or the Seller and the Master Servicer of such defect, missing document or breach and request that the Originator or the Seller, as the case may be, deliver such missing document or cure such defect or breach within 90 days from the date the Originator or the Seller, as the case may be, was notified of such missing
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Repurchase or Substitution of Mortgage Loans by the Originator, Bishop's Gate, the Seller or the Depositor. (a) Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by the Originator, Bishop's Gate or the Seller of any r▇▇▇▇▇▇▇▇ation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify the Originator or Bishop's Gate, as the case may be, a▇▇ ▇▇▇ ▇eller and the Master Servicer of such defect, missing document or breach and request that the Originator, Bishop's Gate or the Seller, as the ▇▇▇▇ ▇▇▇ be, deliver such missing document or cure such defect or breach within 60 days from the date the Originator, Bishop's Gate or the Seller, as the ▇▇▇▇ ▇▇▇ be, was notified of such missing document, defect or breach, and if the Originator, Bishop's Gate or the Seller, as the ▇▇▇▇ ▇▇▇ be, does not deliver such missing document or cure such defect or breach in all material respects during such period, the Master Servicer (or, in accordance with Section 3.02(b), the Trustee) shall enforce the obligations of the Originator, Bishop's Gate or the Seller, as the ▇▇▇▇ ▇▇▇ be, under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 60 days after the date on which the Originator, Bishop's Gate or the Seller, as the ▇▇▇▇ ▇▇▇ be, was notified (subject to Section 2.03(e)) of such missing document, defect or breach, if and to the extent that the Originator, Bishop's Gate or the Seller, as the ▇▇▇▇ ▇▇▇ be, is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the Collection Account, and the Trustee, upon receipt of written certification from the Master Servicer of such deposit, shall release to the Originator, Bishop's Gate or the Seller, as the ▇▇▇▇ ▇▇▇ be, the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Originator, Bishop's Gate or the Seller, as the ▇▇▇▇ ▇▇▇ be, shall furnish to it and as shall be necessary to vest in the Originator, Bishop's Gate or the Seller, as the ▇▇▇▇ ▇▇▇ be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard...
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Repurchase or Substitution. Upon discovery by the Seller, the Purchaser, the Trustee or any assignee, transferee or designee of the Trustee of a missing or defective document in the Mortgage File, as provided in Section 2 of this Agreement or the Pooling and Servicing Agreement or a breach of any of the representations and warranties set forth in Section 3 and Section 4 (to the extent provided therein) that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Purchaser or the Purchaser's assignee, the party discovering such breach shall give prompt written notice to the others. Within 90 days after the earlier of the Seller's discovery or receipt of notification of such missing or defective document or breach of a representation and warranty (notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty), the Seller shall promptly cure such breach in all material respects, or in the event such missing or defective document or breach cannot be cured, the Seller shall repurchase the
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Repurchase or Substitution. The representations and warranties with respect to the Ownit Mortgage Loans in the Ownit Sale Agreement were made by Ownit as of March 9, 2005 and March 17, 2005, with respect to approximately 19.19% and 1.68% of the Mortgage Loans, respectively. The representations and warranties with respect to the WMC Mortgage Loans in the WMC Sale Agreement were made by WMC as of June 27, 2005 with respect to approximately 79.14% of the Mortgage Loans. The Seller's right, title and interest in such representations and warranties and the remedies in connection therewith have been assigned to the Purchaser pursuant to the Ownit AAR and the WMC AAR; provided, however, the Seller has retained it remedies under the Ownit Sale Agreement and the WMC Sale Agreement with respect to the Mortgage Loans solely to the extent Ownit or WMC fail to perform their obligations thereunder and the Seller is contractually obligated to perform such obligations. To the extent that any fact, condition or event with respect to a WMC Mortgage Loan constitutes a breach of both (i) a representation or warranty of WMC under the WMC Sale Agreement and (ii) a representation or warranty of the Seller under this Agreement (other than Sections 3.01(k) and 3.01(s) above), the only right or remedy of the Purchaser shall be the right to enforce the obligations of WMC under any applicable representation or warranty made by it. The Purchaser acknowledges and agrees that the representations and warranties of the Seller in Section 3.01 are applicable only to facts, conditions or events that do not constitute a breach of any representation or warranty made by the WMC in the WMC Sale Agreement. The Seller shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the WMC Mortgage Loans (other than the representations made in Sections 3.01(k) and 3.01(s) above) if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by WMC in the WMC Sale Agreement, without regard to whether WMC fulfills its contractual obligations in respect of such representation or warranty. To the extent that any fact, condition or event with respect to an Ownit Mortgage Loan constitutes a breach of both (i) a representation or warranty of Ownit under the Ownit Sale Agreement and (ii) a representation or warranty of the Seller under this Agreement (other than Sections 3.02(g) and 3.02(n) above), the Seller shall hav...
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Related to Repurchase or Substitution

  • Repurchase, Purchase or Substitution of Mortgage Loans (a) With respect to any Mortgage Loan repurchased by the Depositor pursuant to this Agreement, by ▇▇▇▇▇▇ Holdings pursuant to the Mortgage Loan Sale Agreement or by any Transferor pursuant to the applicable Transfer Agreement, the principal portion of the funds received by the Trustee in respect of such repurchase of a Mortgage Loan will be considered a Principal Prepayment and shall be deposited in the Collection Account. The Trustee, upon receipt of the full amount of the Purchase Price for a Deleted Mortgage Loan, or upon its receipt of notification from the applicable Custodian that it has received the Mortgage File for a Qualifying Substitute Mortgage Loan substituted for a Deleted Mortgage Loan (and any applicable Substitution Amount), shall release or cause to be released and reassigned to the Depositor, ▇▇▇▇▇▇ Holdings or the applicable Transferor, as applicable, the related Mortgage File for the Deleted Mortgage Loan and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be necessary to vest in such party or its designee or assignee title to any Deleted Mortgage Loan released pursuant hereto, free and clear of all security interests, liens and other encumbrances created by this Agreement, which instruments shall be prepared by the applicable Servicer or the Trustee (or its custodian), and the Trustee shall have no further responsibility with respect to the Mortgage File relating to such Deleted Mortgage Loan. The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.05 and the Mortgage Loan Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(2) of the Code, or (ii) any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. (b) With respect to each Qualifying Substitute Mortgage Loan to be delivered to the Trustee (or its custodian) pursuant to the terms of this Article II in exchange for a Deleted Mortgage Loan: (i) the Depositor, the applicable Transferor or ▇▇▇▇▇▇ Holdings must deliver to the Trustee (or its custodian) the Mortgage File for the Qualifying Substitute Mortgage Loan containing the documents set forth in Section 2.01(b) along with a written certification certifying as to the delivery of such Mortgage File and containing the granting language set forth in Section 2.01(a); and (ii) the Depositor will be deemed to have made, with respect to such Qualifying Substitute Mortgage Loan, each of the representations and warranties made by it with respect to the related Deleted Mortgage Loan. As soon as practicable after the delivery of any Qualifying Substitute Mortgage Loan hereunder, the Trustee, at the expense of the Depositor and at the direction and with the cooperation of the applicable Servicer, shall, with respect to a Qualifying Substitute Mortgage Loan that is a Non-MERS Mortgage Loan, cause the Assignment of Mortgage to be recorded by such Servicer if required pursuant to Section 2.01(c)(i), or the Servicer shall, with respect to a Qualifying Substitute Mortgage Loan that is a MERS Mortgage Loan, cause to be taken such actions as are necessary to cause the Trustee to be clearly identified as the owner of each such Mortgage Loan on the records of MERS if required pursuant to Section 2.01(c)(ii). (c) Notwithstanding any other provision of this Agreement, the right to substitute Mortgage Loans pursuant to this Article II shall be subject to the additional limitations that no substitution of a Qualifying Substitute Mortgage Loan for a Deleted Mortgage Loan shall be made unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to make the substitution) that, under current law, such substitution will not (A) affect adversely the status of any REMIC established hereunder as a REMIC, or of the related “regular interests” as “regular interests” in any such REMIC, or (B) cause any such REMIC to engage in a prohibited transaction or prohibited contribution pursuant to the REMIC Provisions.

  • CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such Loan.

  • Reclassification, Exchange or Substitution Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's Articles of Incorporation upon the closing of a registered public offering of the Company's common stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

  • No Removal or Substitution The Resident may not remove, alter or change any property in the Room which is provided on occupancy or at any other time during the Term, including and not limited to; furnishings, fixtures, equipment, television sets, appliances, window screens, floor coverings and any mattress covering. The Resident shall use all such items only for their intended purpose.

  • Repurchase and Substitution If there is no Controlling Holder under the Pooling and Servicing Agreement, then all rights that are to be exercised by the Controlling Holder pursuant to Section 10(a) shall be exercised by Assignee.