Common use of Cure or Repurchase Clause in Contracts

Cure or Repurchase. If, as a result of a breach of a representation or warranty of Seller contained in the Servicing Agreements, any Mortgage Loan is found defective by the applicable Investor, then Seller will, upon notification by Purchaser and/or upon notification by such Investor, contest, correct or cure such defect, at Seller’s sole expense, within the time prescribed by the Investor to the satisfaction of the Investor or Seller shall repurchase such Mortgage Loan (a) if prior to the Transfer Date, from the Investor, at the price required by the Investor, or (b) if after the Transfer Date, from Purchaser, at the price required by the Investor plus the Purchase Price paid for such Mortgage Loan recalculated on the unpaid principal balance of such Mortgage Loan at the time of repurchase and any unreimbursed advances, including interest and escrow advances, made by Purchaser with respect to such Mortgage Loan (the “Buyout Price”). Purchaser agrees that it will not prevent Seller from consulting with any Investor with respect to the circumstances described in the preceding sentence. Seller shall pay Purchaser the Buyout Price with respect to a repurchased Mortgage Loan no later than fifteen (15) calendar days following the mailing of the related Mortgagor notice. Upon completion of the repurchase by Seller the Servicing to such Mortgage Loan shall revert to Seller, and Purchaser shall forward to Seller all Mortgage Loan documents, Servicing records, Related Escrow Accounts and any other records and documents relating to such Mortgage Loan within five (5) Business Days after receipt of the Buyout Price, subject to applicable state and federal laws governing transfers of servicing rights. Seller shall identify to Purchaser prior to the Transfer Date any Mortgage Loan that any Agency has notified Seller to repurchase and shall use its best efforts to complete the cure or repurchase of such Mortgage Loan prior to the Transfer Date.

Cure or Repurchase. If(a) The applicable Seller shall pay to Purchaser the Purchase Price Recapture Amount, as a result minus the related portion of a breach of a representation or warranty of Seller contained in any remaining Document Holdback, if any, with respect to any Mortgage Servicing Rights if the Servicing Agreements, any related Mortgage Loan is found defective required to be repurchased from an Investor within the period that is four (4) years following the Sale Date or the Subsequent Sale Date, as applicable. In addition to the Purchase Price Recapture Amount, such Seller shall reimburse Purchaser for the related outstanding Advances that were previously reimbursed to such Seller by Purchaser in accordance with Article III of this Agreement and not recovered by Purchaser, or advances of the same type as the Advances that were properly made by Purchaser after the applicable Servicing Transfer Date that are made in accordance with Applicable Requirements and as to which Purchaser is entitled to recovery, and shall be liable for indemnification for any Losses as and to the extent otherwise provided in this Article XI. (b) The “Purchase Price Recapture Amount” is an amount equal to the product of (i) the Bid Multiple, (ii) the Net Servicing Fee Rate, and (iii) the unpaid principal of the related Mortgage Loan as of the date of payment of the Purchase Price Recapture Amount; provided, for purposes of calculating the Purchase Price Recapture Amount due and owing under Section 11.04(b) hereof, the unpaid principal of the related Mortgage Loan shall be as of the earlier of (x) the date of payment of the Purchase Price Recapture Amount or (y) December 31, 2015. (c) Notwithstanding anything to the contrary in this Agreement, but subject to Purchaser’s right to appeal any demands by any Investor and subject to Purchaser’s right to indemnification under this Article XI, Purchaser acknowledges and agrees that Purchaser shall be obligated to cure any Mortgage Loan, if requested by the applicable Investor, then Seller will, upon notification by Purchaser and/or upon notification if the cure is required by such InvestorInvestor directly results from or arises out of (i) Purchaser’s having breached any representation, contestwarranty, correct covenant, or cure such defectother provision of this Agreement in any respect, at Seller(ii) Purchaser’s sole expense, within the time prescribed by the Investor having failed to the satisfaction of the Investor or Seller shall repurchase such service any Mortgage Loan (a) if prior to the Transfer Date, from the Investor, at the price required by the Investorin accordance with Applicable Requirements, or (biii) if after the Transfer Date, from Purchaser, at the price required by the Investor plus the Purchase Price paid for any act or omission of Purchaser (or any of its agents or representatives) which caused such Mortgage Loan recalculated on the unpaid principal balance of such Mortgage Loan at the time of repurchase and any unreimbursed advances, including interest and escrow advances, made by Purchaser with respect to such Mortgage Loan (the “Buyout Price”). Purchaser agrees that it will not prevent Seller from consulting with any Investor with respect to the circumstances described in the preceding sentence. Seller shall pay Purchaser the Buyout Price with respect to a repurchased Mortgage Loan no later than fifteen (15) calendar days following the mailing of the related Mortgagor notice. Upon completion of the repurchase by Seller the Servicing to such Mortgage Loan shall revert to Seller, and Purchaser shall forward to Seller all Mortgage Loan documents, Servicing records, Related Escrow Accounts and any other records and documents relating to such Mortgage Loan within five (5) Business Days after receipt of the Buyout Price, subject to applicable state and federal laws governing transfers of servicing rights. Seller shall identify to Purchaser prior to the Transfer Date any Mortgage Loan that any Agency has notified Seller to repurchase and shall use its best efforts to complete the cure or repurchase of such Mortgage Loan prior to the Transfer Date.breach any Servicing Agreement in any respect. Section 11.04

Cure or Repurchase. If(cw) Purchaser shall notify Seller if, as a result of a breach of a representation or warranty of Seller contained in after the Servicing AgreementsTransfer Date, Purchaser reasonably determines that any Mortgage Loan is found defective by not insured or guaranteed in accordance with the applicable Investor’s requirements. Subject to its obligations under the Servicing Agreement to seek such insurance or guaranty and the Investor’s prior approval, then Seller willif Purchaser makes such a determination with respect to a Mortgage Loan, upon notification by Purchaser and/or upon notification by such Investor, contest, correct or cure such defect, at Seller’s sole expense, within the time prescribed by the Investor may elect to the satisfaction of the Investor or Seller shall repurchase such Mortgage Loan from the GNMA Mortgage Pool and, in such event, Purchaser shall have the option to (i) cause Seller to repurchase such Mortgage Loan and the related Mortgage Servicing Rights from Purchaser at the Repurchase Price, or (ii) cause Seller to cure the insurance or guaranty defect, in each case within thirty (30) days. Further, to the extent that Purchaser determines in good faith that any Mortgage Loan is incapable of being cured of any collateral defects to permit inclusion in a Certified Pool, Purchaser, at Purchaser’s option but subject to Applicable Requirements, shall either (a) if prior to (i) repurchase out of the Transfer DateGNMA Mortgage Pool the Mortgage Loan(s) preventing such certification or recertification, and (ii) Seller shall repurchase the related Mortgage Servicing Rights from the Investor, Purchaser at the price required by the InvestorRepurchase Price, or (b) if after the Transfer Date, require Seller to repurchase from Purchaser, Purchaser at the price required by MSR Reimbursement Price all of the Mortgage Servicing Rights relating to all of the Mortgage Loans in such GNMA Mortgage Pool. (cx) Seller shall repurchase the Mortgage Servicing Rights with respect to any Mortgage Loan from Purchaser if (i) Seller or an Affiliate of Seller or Purchaser or an Affiliate of Purchaser is obligated to repurchase the related Mortgage Loan from the Investor plus due to a breach of any of the Purchase Price paid Applicable Requirements prior to the Servicing Transfer Date for such Mortgage Loan recalculated on the unpaid principal balance Loan, (ii) Purchaser or an Affiliate of Purchaser is required to repurchase or is otherwise permitted to repurchase such Mortgage Loan from the Investor due to a breach of any of the Applicable Requirements prior to the Servicing Transfer Date for such Mortgage Loan, or (iii) Seller breaches any Fundamental Rep. Any such repurchase shall be (i) at the time of repurchase and any unreimbursed advances, including interest and escrow advances, made by Purchaser with respect to such Repurchase Price if the Mortgage Loan was repurchased from the Investor by Purchaser, and (ii) at the “Buyout Price”)MSR Reimbursement Price if the Mortgage Loan was repurchased from the Investor by Seller. Purchaser agrees that it will not prevent Seller from consulting with any Investor with respect to For the circumstances described in the preceding sentence. avoidance of doubt, Seller shall have no obligation to pay Purchaser the Buyout MSR Reimbursement Price with respect to a repurchased Mortgage Loan no later for any repurchase occurring more than fifteen (15) calendar days following the mailing of the related Mortgagor notice. Upon completion of the repurchase by Seller the Servicing to such Mortgage Loan shall revert to Seller, and Purchaser shall forward to Seller all Mortgage Loan documents, Servicing records, Related Escrow Accounts and any other records and documents relating to such Mortgage Loan within five (5) Business Days years after receipt of the Buyout Price, subject to applicable state and federal laws governing transfers of servicing rights. Seller shall identify to Purchaser prior to the Transfer Date any Mortgage Loan that any Agency has notified Seller to repurchase and shall use its best efforts to complete the cure or repurchase of such Mortgage Loan prior to the Transfer Sale Date.