Common use of Repurchases of Contracts for Breach of Representations and Warranties Clause in Contracts

Repurchases of Contracts for Breach of Representations and Warranties. a. Subject to Section 3.06, the Company shall repurchase a Contract, at its Repurchase Price, not later than 90 days after the day on which the Company, the Servicer or the Trustee first discovers or should have discovered a breach of a representation or warranty of the Company set forth in Sections 2.03, 3.02, 3.03 or 3.04, or in the Officer's Certificates delivered pursuant to Sections 2.02(j) or 2.03(b) (vii), that materially and adversely affects the Trust's, the Certificateholders' or the Class C Certificateholders' interest in such Contract and which breach has not been cured; PROVIDED, HOWEVER, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to Cut-off Date Principal Balance, which the Company would otherwise be required to repurchase pursuant to this Section, the Company may, in lieu of repurchasing such Contract, deposit in the Certificate Account within 90 days from the date of such discovery cash in an amount sufficient to cure such deficiency or discrepancy. Any such cash so deposited shall be distributed to Certificateholders and the Class C Certificateholders on the immediately following Payment Date as a collection of principal or interest on such Contract, according to the nature of the deficiency or discrepancy. Notwithstanding any other provision of this Agreement, the obligation of the Company under this Section shall not terminate upon a Service Transfer pursuant to Article VII. b. On or prior to the date that is the second anniversary of the Closing Date, the Company may, at its election, substitute an Eligible Substitute Contract for a Contract that it is obligated to repurchase pursuant to Section 3.05(a) (such Contract being referred to as the "Replaced Contract") upon satisfaction of the following conditions: (i) the Company shall have conveyed to the Trustee the Contract to be substituted for the Replaced Contract and the Contract File related to such Contract and the Company shall have marked the Electronic Ledger indicating that such Contract constitutes part of the Trust; (ii) the Contract to be substituted is an Eligible Substitute Contract and the Company delivers an Officers' Certificate, substantially in the form of Exhibit M-2 hereto, to the Trustee certifying that such Contract is an Eligible Substitute Contract; (iii) the Company shall have delivered to the Trustee evidence of filing of a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and filed in Minnesota, listing such Contract to be substituted as collateral; (iv) the Company shall have delivered to the Trustee an executed assignment to the Trustee on behalf of the Trust in recordable form for the mortgage securing such Contract to be substituted; (v) the Company shall have delivered to the Trustee an Opinion of Counsel (a) to the effect that the substitution of such Contract for such Replaced Contract will not cause the Master REMIC or Subsidiary REMIC to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provisions and (b) to the effect of paragraph 9 of Exhibit I hereto; and (vi) if the Scheduled Principal Balance of such Replaced Contract is greater than the Scheduled Principal Balance of the Contract to be substituted, the Company shall have deposited in the Certificate Account the amount of such excess and shall have included in the Officers' Certificate required by clause (ii) above a certification that such deposit has been made. Upon satisfaction of such conditions, the Trustee shall add such Contract to be substituted to, and delete such Replaced Contract from, the List of Contracts. Such substitution shall be effected prior to the first Determination Date that occurs more than 90 days after the Company becomes aware, or should have become aware, or receives written notice from the Trustee, of the breach referred to in Section 3.05(a). Promptly after any such substitution of a Contract, the Company shall give written notice of such substitution to S&P and Fitch. c. If the Company is required to repurchase a Contract under Section 3.05(a) or has elected to substitute an Eligible Substitute Contract for a Contract under Section 3.05(b), and if the reason for such repurchase or substitution is that the Company has failed to deliver to the Trustee the Contract File for the Contract to be repurchased or substituted for (except in the case of a failure to deliver evidence of the lien on the related improved property and evidence of due recording of such mortgage, deed of trust or security deed, if available), then, notwithstanding the time periods set out in Sections 3.05(a) and 3.05(b), the Company shall either (i) repurchase such Contract, at its respective Repurchase Price, within 30 days of the Closing Date, or (ii) substitute an Eligible Substitute Contract for the Contract within 90 days of the Closing Date. d. The Company shall defend and indemnify the Trustee, the Certificateholders, and the Class C Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.

Repurchases of Contracts for Breach of Representations and Warranties. a. Subject to Section 3.06, the Company shall repurchase a Contract, at its Repurchase Price, not later than 90 days after the day on which the Company, the Servicer or the Trustee first discovers or should have discovered a breach of a representation or warranty of the Company set forth in Sections 2.03, 3.02, 3.03 or 3.04, or in the Officer's Certificates delivered pursuant to Sections 2.02(j) or 2.03(b) (vii), that materially and adversely affects the Trust's, the Certificateholders' or the Class C Certificateholders' interest in such Contract and which breach has not been cured; PROVIDEDprovided, HOWEVERhowever, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to Cut-off Date Principal Balance, which the Company would otherwise be required to repurchase pursuant to this Section, the Company may, in lieu of repurchasing such Contract, deposit in the Certificate Account within 90 days from the date of such discovery cash in an amount sufficient to cure such deficiency or discrepancy. Any such cash so deposited shall be distributed to Certificateholders and the Class C Certificateholders on the immediately following Payment Date as a collection of principal or interest on such Contract, according to the nature of the deficiency or discrepancy. Notwithstanding any other provision of this Agreement, the obligation of the Company under this Section shall not terminate upon a Service Transfer pursuant to Article VII. b. On or prior to the date that is the second anniversary of the Closing Date, the Company may, at its election, substitute an Eligible Substitute Contract for a Contract that it is obligated to repurchase pursuant to Section 3.05(a) (such Contract being referred to as the "Replaced Contract") upon satisfaction of the following conditions: (i) the Company shall have conveyed to the Trustee the Contract to be substituted for the Replaced Contract and the Contract File related to such Contract and the Company shall have marked the Electronic Ledger indicating that such Contract constitutes part of the Trust; (ii) the Contract to be substituted is an Eligible Substitute Contract and the Company delivers an Officers' Certificate, substantially in the form of Exhibit M-2 hereto, to the Trustee certifying that such Contract is an Eligible Substitute Contract; (iii) the Company shall have delivered to the Trustee evidence of filing of a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and filed in Minnesota, listing such Contract to be substituted as collateral[Reserved]; (iv) the Company shall have delivered to the Trustee an executed assignment to the Trustee on behalf of the Trust in recordable form for the mortgage securing such Contract to be substituted; (v) the Company shall have delivered to the Trustee an Opinion of Counsel (a) to the effect that the substitution of such Contract for such Replaced Contract will not cause the Master REMIC or Subsidiary REMIC to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provisions and (b) to the effect of paragraph 9 of Exhibit I hereto; and (vi) if the Scheduled Principal Balance of such Replaced Contract is greater than the Scheduled Principal Balance of the Contract to be substituted, the Company shall have deposited in the Certificate Account the amount of such excess and shall have included in the Officers' Certificate required by clause (ii) above a certification that such deposit has been made. Upon satisfaction of such conditions, the Trustee shall add such Contract to be substituted to, and delete such Replaced Contract from, the List of Contracts. Such substitution shall be effected prior to the first Determination Date that occurs more than 90 days after the Company becomes aware, or should have become aware, or receives written notice from the Trustee, of the breach referred to in Section 3.05(a). Promptly after any such substitution of a Contract, the Company shall give written notice of such substitution to S&P and Fitchthe Rating Agencies. c. If the Company is required to repurchase a Contract under Section 3.05(a) or has elected to substitute an Eligible Substitute Contract for a Contract under Section 3.05(b), and if the reason for such repurchase or substitution is that the Company has failed to deliver to the Trustee the Contract File for the Contract to be repurchased or substituted for (except in the case of a failure to deliver evidence of the lien on the related improved property and evidence of due recording of such mortgage, deed of trust or security deed, if available), then, notwithstanding the time periods set out in Sections 3.05(a) and 3.05(b), the Company shall either (i) repurchase such Contract, at its respective Repurchase Price, within 30 days of the Closing Date, or (ii) substitute an Eligible Substitute Contract for the Contract within 90 days of the Closing Date. d. The Company shall defend and indemnify the Trustee, the Certificateholders, and the Class C Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.

Repurchases of Contracts for Breach of Representations and Warranties. a. Subject to Section 3.06, the Company shall repurchase a Contract, at its Repurchase Price, not later than 90 days after the day on which the Company, the Servicer or the Trustee first discovers or should have discovered a breach of a representation or warranty of the Company set forth in Sections 2.03, 3.02, 3.03 or 3.04, or in the Officer's Certificates delivered pursuant to Sections 2.02(j) or 2.03(b) (vii), that materially and adversely affects the Trust's, the Certificateholders' or the Class C Certificateholders' interest in such Contract and which breach has not been cured; PROVIDEDprovided, HOWEVERhowever, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to Cut-off Date Principal Balance, which the Company would otherwise be required to repurchase pursuant to this Section, the Company may, in lieu of repurchasing such Contract, deposit in the Certificate Account within 90 days from the date of such discovery cash in an amount sufficient to cure such deficiency or discrepancy. Any such cash so deposited shall be distributed to Certificateholders and the Class C Certificateholders on the immediately following Payment Date as a collection of principal or interest on such Contract, according to the nature of the deficiency or discrepancy. Notwithstanding any other provision of this Agreement, the obligation of the Company under this Section shall not terminate upon a Service Transfer pursuant to Article VII. b. On or prior to the date that is the second anniversary of the Closing Date, the Company may, at its election, substitute an Eligible Substitute Contract for a Contract that it is obligated to repurchase pursuant to Section 3.05(a) (such Contract being referred to as the "Replaced Contract") upon satisfaction of the following conditions: (i) the Company shall have conveyed to the Trustee the Contract to be substituted for the Replaced Contract and the Contract File related to such Contract and the Company shall have marked the Electronic Ledger indicating that such Contract constitutes part of the Trust; (ii) the Contract to be substituted is an Eligible Substitute Contract and the Company delivers an Officers' Certificate, substantially in the form of Exhibit M-2 hereto, to the Trustee certifying that such Contract is an Eligible Substitute Contract; (iii) the Company shall have delivered to the Trustee evidence of filing of a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and filed in Minnesota, listing such Contract to be substituted as collateral; (iv) the Company shall have delivered to the Trustee an executed assignment to the Trustee on behalf of the Trust in recordable form for the mortgage securing such Contract to be substituted; (v) the Company shall have delivered to the Trustee an Opinion of Counsel (a) to the effect that the substitution of such Contract for such Replaced Contract will not cause the Master REMIC or Subsidiary REMIC to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provisions and (b) to the effect of paragraph 9 of Exhibit I hereto; and (vi) if the Scheduled Principal Balance of such Replaced Contract is greater than the Scheduled Principal Balance of the Contract to be substituted, the Company shall have deposited in the Certificate Account the amount of such excess and shall have included in the Officers' Certificate required by clause (ii) above a certification that such deposit has been made. Upon satisfaction of such conditions, the Trustee shall add such Contract to be substituted to, and delete such Replaced Contract from, the List of Contracts. Such substitution shall be effected prior to the first Determination Date that occurs more than 90 days after the Company becomes aware, or should have become aware, or receives written notice from the Trustee, of the breach referred to in Section 3.05(a). Promptly after any such substitution of a Contract, the Company shall give written notice of such substitution to S&P and Fitch. c. If the Company is required to repurchase a Contract under Section 3.05(a) or has elected to substitute an Eligible Substitute Contract for a Contract under Section 3.05(b), and if the reason for such repurchase or substitution is that the Company has failed to deliver to the Trustee the Contract File for the Contract to be repurchased or substituted for (except in the case of a failure to deliver evidence of the lien on the related improved property and evidence of due recording of such mortgage, deed of trust or security deed, if available), then, notwithstanding the time periods set out in Sections 3.05(a) and 3.05(b), the Company shall either (i) repurchase such Contract, at its respective Repurchase Price, within 30 days of the 3-11 Closing Date, or (ii) substitute an Eligible Substitute Contract for the Contract within 90 days of the Closing Date. d. The Company shall defend and indemnify the Trustee, the Certificateholders, and the Class C Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.

Repurchases of Contracts for Breach of Representations and Warranties. a. Subject to Section 3.06, the Company shall repurchase a Contract, at its Repurchase Price, not later than 90 days after the day on which the Company, the Servicer or the Trustee first discovers or should have discovered a breach of a representation or warranty of the Company set forth in Sections 2.03, 3.02, 3.03 or 3.04, 3.04 of this Agreement or in the Officer's Certificates Certificate delivered pursuant to Sections Section 2.02(j) or 2.03(b) (vii), of this Agreement that materially and adversely affects the Trust's, the Certificateholders' or the Class C Certificateholders' Certificateholder's interest in such Contract and which breach has not been cured; PROVIDEDprovided, HOWEVERhowever, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to Cut-off Date Principal Balance, which the Company would otherwise be required to repurchase pursuant to this Section, the Company may, in lieu of repurchasing such Contract, deposit in the Certificate Account within 90 days from the date of such discovery cash in an amount sufficient to cure such deficiency or 3-7 discrepancy. Any such cash so deposited shall be distributed to Certificateholders and the Class C Certificateholders Certificateholder on the immediately following Payment Date as a collection of principal or interest on such Contract, according to the nature of the deficiency or discrepancy. Notwithstanding any other provision of this Agreement, the obligation of the Company under this Section shall not terminate upon a Service Transfer pursuant to Article VII. b. On or prior to the date that is the second anniversary of the Closing Date, the Company may, at its election, substitute an Eligible Substitute Contract for a Contract that it is obligated to repurchase pursuant to Section 3.05(a) (such Contract being referred to as the "Replaced Contract") upon satisfaction of the following conditions: (i) the Company shall have conveyed to the Trustee the Contract to be substituted for the Replaced Contract and the Contract File related to such Contract and the Company shall have marked the Electronic Ledger indicating that such Contract constitutes part of the Trust; (ii) the Contract to be substituted is an Eligible Substitute Contract and the Company delivers an Officers' Certificate, substantially in the form of Exhibit M-2 hereto, to the Trustee certifying that such Contract is an Eligible Substitute Contract; (iii) the Company shall have delivered to the Trustee evidence of filing of a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and filed in Minnesota, listing such Contract to be substituted as collateral; (iv) the Company shall have delivered to the Trustee an executed assignment to the Trustee on behalf of the Trust in recordable form for the mortgage securing such Contract to be substituted; (v) the Company shall have delivered to the Trustee an Opinion of Counsel (a) to the effect that the substitution of such Contract for such Replaced Contract will not cause the Master REMIC or Subsidiary REMIC Trust to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provisions and (b) to the effect of paragraph 9 of Exhibit I hereto; and (vi) if the Scheduled Principal Balance of such Replaced Contract is greater than the Scheduled Principal Balance of the Contract to be substituted, the Company shall have deposited in the Certificate Account the amount of such excess and shall have included in the Officers' Certificate required by clause (ii) above a certification that such deposit has been made. Upon satisfaction of such conditions, the Trustee shall add such Contract to be substituted to, and delete such Replaced Contract from, the List of Contracts. Such substitution shall be effected prior to the first Determination Date that occurs more than 90 days after the Company becomes aware, or should have become aware, or receives written notice from the Trustee, of the breach referred to in Section 3.05(a). Promptly after any such substitution of a Contract, the Company shall give written notice of such substitution to S&P and Fitch. c. If the Company is required to repurchase a Contract under Section 3.05(a) or has elected to substitute an Eligible Substitute Contract for a Contract under Section 3.05(b), and if the reason for such repurchase or substitution is that the Company has failed to deliver to the Trustee the Contract File for the Contract to be repurchased or substituted for (except in the case of a failure to deliver evidence of the lien on the related improved property and evidence of due recording of such mortgage, deed of trust or security deed, if available), then, notwithstanding the time periods set out in Sections 3.05(a) and 3.05(b), the Company shall either (i) repurchase such Contract, at its respective Repurchase Price, within 30 days of the Closing Date, or (ii) substitute an Eligible Substitute Contract for the Contract within 90 days of the Closing Date. d. The Company shall defend and indemnify the Trustee, the Certificateholders, and the Class C Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.

Repurchases of Contracts for Breach of Representations and Warranties. a. Subject to Section 3.06, the Company shall repurchase a Contract, at its Repurchase Price, not later than 90 days after the day on which the Company, the Servicer or the Trustee first discovers or should have discovered a breach of a representation or warranty of the Company set forth in Sections 2.03, 3.02, 3.03 or 3.04, or in the Officer's Certificates delivered pursuant to Sections 2.02(j) or 2.03(b) (vii), that materially and adversely affects the Trust's, the Certificateholders' or the Class C Certificateholders' interest in such Contract and which breach has not been cured; PROVIDEDprovided, HOWEVERhowever, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to Cut-off Date Principal Balance, which the Company would otherwise be required to repurchase pursuant to this Section, the Company may, in lieu of repurchasing such Contract, deposit in the Certificate Account within 90 days from the date of such discovery cash in an amount sufficient to cure such deficiency or discrepancy. Any such cash so deposited shall be distributed to Certificateholders and the Class C Certificateholders on the immediately following Payment Date as a collection of principal or interest on such Contract, according to the nature of the deficiency or discrepancy. Notwithstanding any other provision of this Agreement, the obligation of the Company under this Section shall not terminate upon a Service Transfer pursuant to Article VII. b. On or prior to the date that is the second anniversary of the Closing Date, the Company may, at its election, substitute an Eligible Substitute Contract for a Contract that it is obligated to repurchase pursuant to Section 3.05(a) (such Contract being referred to as the "Replaced Contract") upon satisfaction of the following conditions: (i) the Company shall have conveyed to the Trustee the Contract to be substituted for the Replaced Contract and the Contract File related to such Contract and the Company shall have marked the Electronic Ledger indicating that such Contract constitutes part of the Trust; (ii) the Contract to be substituted is an Eligible Substitute Contract and the Company delivers an Officers' Certificate, substantially in the form of Exhibit M-2 hereto, to the Trustee certifying that such Contract is an Eligible Substitute Contract; (iii) the Company shall have delivered to the Trustee evidence of filing of a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and filed in Minnesota, listing such Contract to be substituted as collateral; (iv) the Company shall have delivered to the Trustee an executed assignment to the Trustee on behalf of the Trust in recordable form for the mortgage securing such Contract to be substituted; (v) the Company shall have delivered to the Trustee an Opinion of Counsel (a) to the effect that the substitution of such Contract for such Replaced Contract will not cause the Master REMIC or Subsidiary REMIC to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provisions and (b) to the effect of paragraph 9 of Exhibit I hereto; and (vi) if the Scheduled Principal Balance of such Replaced Contract is greater than the Scheduled Principal Balance of the Contract to be substituted, the Company shall have deposited in the Certificate Account the amount of such excess and shall have included in the Officers' Certificate required by clause (ii) above a certification that such deposit has been made. Upon satisfaction of such conditions, the Trustee shall add such Contract to be substituted to, and delete such Replaced Contract from, the List of Contracts. Such substitution shall be effected prior to the first Determination Date that occurs more than 90 days after the Company becomes aware, or should have become aware, or receives written notice from the Trustee, of the breach referred to in Section 3.05(a). Promptly after any such substitution of a Contract, the Company shall give written notice of such substitution to S&P and Fitch. c. If the Company is required to repurchase a Contract under Section 3.05(a) or has elected to substitute an Eligible Substitute Contract for a Contract under Section 3.05(b), and if the reason for such repurchase or substitution is that the Company has failed to deliver to the Trustee the Contract File for the Contract to be repurchased or substituted for (except in the case of a failure to deliver evidence of the lien on the related improved property and evidence of due recording of such mortgage, deed of trust or security deed, if available), then, notwithstanding the time periods set out in Sections 3.05(a) and 3.05(b), the Company shall either (i) repurchase such Contract, at its respective Repurchase Price, within 30 days of the Closing Date, or (ii) substitute an Eligible Substitute Contract for the Contract within 90 days of the Closing Date. d. The Company shall defend and indemnify the Trustee, the Certificateholders, and the Class C Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.