Common use of Breach of a Representation or Warranty Clause in Contracts

Breach of a Representation or Warranty. 9. The Company and Assignor hereby acknowledge and agree that if either the Company or the Assignor, as applicable, discovers or receives notice of any breach of any of the representations and warranties made by the Company in Subsection 8.02 of the Purchase Agreement or made by the Assignor pursuant to Section 7 hereof, as applicable, within two years of the Securitization Closing Date, the Company or the Assignor, as applicable, shall, at the Trust's option, and provided that the Company or Assignor has a Substitute Mortgage Loan (as defined below), rather than repurchase such Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Substitute Mortgage Loan or Mortgage Loans, provided that any such substitution shall be effected not later than two years after the Securitization Closing Date. If the Company or Assignor, as applicable, has no Substitute Mortgage Loan, the Company or Assignor, as applicable, shall, if such breach is not cured, repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan or Mortgage Loans pursuant to the foregoing provisions shall be accomplished by direct remittance of the applicable repurchase price to the Trust or its designee in accordance with the Trust's instructions. At the time of substitution, the Company or the Assignor, as applicable, shall arrange for the reassignment of the deleted Mortgage Loan to the Trust and the delivery to the Trust of any documents held by the Trustee relating to the deleted Mortgage Loan. In the event of a substitution, the Company or the Assignor, as applicable, shall (i) simultaneously with such reassignment, give written notice to the Trust that such substitution has taken place, (ii) amend or cooperate with the Trust in amending the applicable Mortgage Loan Schedule to reflect the withdrawal of the deleted Mortgage Loan and (iii) identify a Substitute Mortgage Loan and amend or cooperate with the Trust in amending the applicable Mortgage Loan Schedule to reflect the addition of such Substitute Mortgage Loan. In connection with any such substitution, the Company or the Assignor, as applicable, shall be deemed to have made as to such Substitute Mortgage Loan the representations and warranties set forth in Subsection 8.02 of the Purchase Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Assignor or Company, as applicable, shall effect such substitution by delivering to the Trustee or to its designee the documents required by the Pooling Agreement, with the Mortgage Note endorsed as required by the Pooling Agreement. No substitution will be made in any calendar month after the initial determination date for such month. The Assignor or Company, as applicable, shall remit directly to the Trust or its designee in accordance with the Trust's instructions, the monthly payment less the servicing fee due, if any, on such Substitute Mortgage Loan or Mortgage Loans in the month following the date of such substitution. Monthly payments due with respect to Substitute Mortgage Loans in the month of substitution shall be retained by the Assignor. For the month of substitution, distributions to the Trust shall include the monthly payment due on any deleted Mortgage Loan in the month of substitution, and the Assignor or Company, as applicable, shall thereafter be entitled to retain all amounts subsequently received by the Assignor or Company, as applicable, in respect of such deleted Mortgage Loan. For any month in which the Company or the Assignor substitutes a Substitute Mortgage Loan for a deleted Mortgage Loan, the Trust shall determine the amount (if any) by which the aggregate principal balance of all Substitute Mortgage Loans as of the date of substitution is less than the aggregate stated principal balance of all deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Assignor or the Company, as applicable, directly to the Trust or its designee in accordance with the Trust's instructions within two (2) business days of such substitution. Any cause of action against the Company or the Assignor relating to or arising out of the breach of any representations and warranties made in Subsection 8.02 of the Purchase Agreement or Section 7 hereof, as applicable, shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Trust or notice thereof by the Company or the Assignor to the Trust, (ii) failure by the Company or the Assignor to cure such breach, repurchase such Mortgage Loan or substitute a Substitute Mortgage Loan as specified above, and (iii) demand upon the Company or Assignor by the Trust for compliance with this Agreement.

Breach of a Representation or Warranty. 9. The Company and Assignor hereby acknowledge and agree that if either the Company or the Assignor, as applicable, discovers or receives notice of any breach of any of the representations and warranties made by the Company in Subsection 8.02 9.02 of the Purchase Agreement or made by the Assignor pursuant to Section 7 hereof, as applicable, within two years of the Securitization Closing Date, the Company or the Assignor, as applicable, shall, at the Trust's option, and provided that the Company or Assignor has a Substitute Mortgage Loan (as defined below), rather than repurchase such Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Substitute Mortgage Loan or Mortgage Loans, provided that any such substitution shall be effected not later than two years after the Securitization Closing Date. If the Company or Assignor, as applicable, has no Substitute Mortgage Loan, the Company or Assignor, as applicable, shall, if such breach is not cured, repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan or Mortgage Loans pursuant to the foregoing provisions shall be accomplished by direct remittance of the applicable repurchase price Repurchase Price to the Trust or its designee in accordance with the Trust's instructions. At the time of substitution, the Company or the Assignor, as applicable, shall arrange for the reassignment of the deleted Mortgage Loan to the Trust and the delivery to the Trust of any documents held by the Trustee relating to the deleted Mortgage Loan. In the event of a substitution, the Company or the Assignor, as applicable, shall (i) simultaneously with such reassignment, give written notice to the Trust that such substitution has taken place, (ii) amend or cooperate with the Trust in amending the applicable Mortgage Loan Schedule to reflect the withdrawal of the deleted Mortgage Loan and (iii) identify a Substitute Mortgage Loan and amend or cooperate with the Trust in amending the applicable Mortgage Loan Schedule to reflect the addition of such Substitute Mortgage Loan. In connection with any such substitution, the Company or the Assignor, as applicable, shall be deemed to have made as to such Substitute Mortgage Loan the representations and warranties set forth in Subsection 8.02 9.02 of the Purchase Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Assignor or Company, as applicable, shall effect such substitution by delivering to the Trustee or to its designee the documents required by the Pooling Agreement, with the Mortgage Note endorsed as required by the Pooling Agreement. No substitution will be made in any calendar month after the initial determination date for such month. The Assignor or Company, as applicable, shall remit directly to the Trust or its designee in accordance with the Trust's instructions, the monthly payment less the servicing fee due, if any, on such Substitute Mortgage Loan or Mortgage Loans in the month following the date of such substitution. Monthly payments due with respect to Substitute Mortgage Loans in the month of substitution shall be retained by the Assignor. For the month of substitution, distributions to the Trust shall include the monthly payment due on any deleted Mortgage Loan in the month of substitution, and the Assignor or Company, as applicable, shall thereafter be entitled to retain all amounts subsequently received by the Assignor or Company, as applicable, in respect of such deleted Mortgage Loan. For any month in which the Company or the Assignor substitutes a Substitute Mortgage Loan for a deleted Mortgage Loan, the Trust shall determine the amount (if any) by which the aggregate principal balance of all Substitute Mortgage Loans as of the date of substitution is less than the aggregate stated principal balance of all deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Assignor or the Company, as applicable, directly to the Trust or its designee in accordance with the Trust's instructions within two (2) business days of such substitution. Any cause of action against the Company or the Assignor relating to or arising out of the breach of any representations and warranties made in Subsection 8.02 9.02 of the Purchase Agreement or Section 7 hereof, as applicable, shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Trust or notice thereof by the Company or the Assignor to the Trust, (ii) failure by the Company or the Assignor to cure such breach, repurchase such Mortgage Loan or substitute a Substitute Mortgage Loan as specified above, and (iii) demand upon the Company or Assignor by the Trust for compliance with this Agreement.

Breach of a Representation or Warranty. 911. The Company and Assignor hereby acknowledge and agree that if either the Company or the Assignor, as applicable, discovers or receives notice of any breach of any of the representations and warranties made by the Company in Subsection 8.02 of the Purchase Agreement or made by the Assignor pursuant to Section 7 9 hereof, as applicable, within two years of the Securitization Closing Date, the Company or the Assignor, as applicable, shall, at the Trust's option, and provided that the Company or Assignor has a Substitute Mortgage Loan (as defined below), rather than repurchase such Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Substitute Mortgage Loan or Mortgage Loans, provided that any such substitution shall be effected not later than two years after the Securitization Closing Date. If the Company or Assignor, as applicable, has no Substitute Mortgage Loan, the Company or Assignor, as applicable, shall, if such breach is not cured, repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan or Mortgage Loans pursuant to the foregoing provisions shall be accomplished by direct remittance of the applicable repurchase price to the Trust or its designee in accordance with the Trust's instructions. At the time of substitution, the Company or the Assignor, as applicable, shall arrange for the reassignment of the deleted Mortgage Loan to the Trust and the delivery to the Trust of any documents held by the Trustee relating to the deleted Mortgage Loan. In the event of a substitution, the Company or the Assignor, as applicable, shall (i) simultaneously with such reassignment, give written notice to the Trust that such substitution has taken place, (ii) amend or cooperate with the Trust in amending the applicable Mortgage Loan Schedule to reflect the withdrawal of the deleted Mortgage Loan and (iii) identify a Substitute Mortgage Loan and amend or cooperate with the Trust in amending the applicable Mortgage Loan Schedule to reflect the addition of such Substitute Mortgage Loan. In connection with any such substitution, the Company or the Assignor, as applicable, shall be deemed to have made as to such Substitute Mortgage Loan the representations and warranties set forth in Subsection 8.02 of the Purchase Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Assignor or Company, as applicable, shall effect such substitution by delivering to the Trustee or to its designee the documents required by the Pooling Agreement, with the Mortgage Note endorsed as required by the Pooling Agreement. No substitution will be made in any calendar month after the initial determination date for such month. The Assignor or Company, as applicable, shall remit directly to the Trust or its designee in accordance with the Trust's instructions, the monthly payment less the servicing fee due, if any, on such Substitute Mortgage Loan or Mortgage Loans in the month following the date of such substitution. Monthly payments due with respect to Substitute Mortgage Loans in the month of substitution shall be retained by the Assignor. For the month of substitution, distributions to the Trust shall include the monthly payment due on any deleted Mortgage Loan in the month of substitution, and the Assignor or Company, as applicable, shall thereafter be entitled to retain all amounts subsequently received by the Assignor or Company, as applicable, in respect of such deleted Mortgage Loan. For any month in which the Company or the Assignor substitutes a Substitute Mortgage Loan for a deleted Mortgage Loan, the Trust shall determine the amount (if any) by which the aggregate principal balance of all Substitute Mortgage Loans as of the date of substitution is less than the aggregate stated principal balance of all deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Assignor or the Company, as applicable, directly to the Trust or its designee in accordance with the Trust's instructions within two (2) business days of such substitution. Any cause of action against the Company or the Assignor relating to or arising out of the breach of any representations and warranties made in Subsection 8.02 of the Purchase Agreement or Section 7 9 hereof, as applicable, shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Trust or notice thereof by the Company or the Assignor to the Trust, (ii) failure by the Company or the Assignor to cure such breach, repurchase such Mortgage Loan or substitute a Substitute Mortgage Loan as specified above, and (iii) demand upon the Company or Assignor by the Trust for compliance with this Agreement.