Common use of Breach of Section 3 Clause in Contracts

Breach of Section 3. 05(b). HUD may allege a breach of a representation or warranty in Section 3.05(b) only if the breach materially and adversely affects the value of the related Mortgage Loan and may demand that Purchaser repurchase the Mortgage Loan only if the breach is not curable by Purchaser. HUD shall have sole and absolute discretion to make the final determination as to whether a breach is curable. If a breach is curable, HUD shall notify Purchaser in writing of the same and the necessary cure and, subject to the provisions of the next succeeding sentence, Purchaser shall cure such breach and pay the expenses of the same. To the extent that an alleged breach is curable by the payment of money and the amount of such payment, had it been made by Purchaser prior to the Initial Repurchase Date, would have been includable (but was not included) as an advance when calculating the Repurchase Price, such amount shall be paid by HUD (without reimbursement from Purchaser). Subject to the foregoing, in the event there exists a breach of any of the representations or warranties in Section 3.05(b) with respect to and that materially and adversely affects a Mortgage Loan, and such breach is not curable, HUD shall not be required to repurchase such Mortgage Loan but shall cooperate with Purchaser and use commercially reasonable efforts to cure the breach that led to the initial demand that HUD repurchase such Mortgage Loan and, if such breach is not curable, at HUD’s sole and absolute discretion, HUD and Purchaser shall negotiate in good faith to reach agreement on an appropriate reduction in the Sales Price, taking into consideration both the breach of Section 3.05(b) and the breach of Section 3.04. Any Mortgage Loan repurchased by Purchaser pursuant to this Section shall be repurchased for an amount equal to the Reverse Repurchase Price and, the date on which payment of the Reverse Purchase Price is made shall be the Reverse Repurchase Date.

Breach of Section 3. 05(b). HUD may allege a breach of a representation or warranty in Section 3.05(b) only if the breach materially and adversely affects the value of the related Mortgage Loan and may demand that Purchaser repurchase the Mortgage Loan only if the breach is not curable by Purchaser, unless such breach is caused by the Prior Servicer prior to the Servicing Transfer Date. HUD shall have sole and absolute discretion to make the final determination as to whether a breach is curable. If a breach is curable, HUD shall notify Purchaser in writing of the same and the necessary cure and, subject to the provisions of the next succeeding sentence, Purchaser shall cure such breach and pay the expenses of the same. To the extent that an alleged breach is curable by the payment of money and the amount of such payment, had it been made by Purchaser prior to the Initial Repurchase Date, would have been includable (but was not included) as an advance when calculating the Repurchase Price, such amount shall be paid by HUD (without reimbursement from Purchaser). Subject to the foregoing, in the event there exists a breach of any of the representations or warranties in Section 3.05(b) with respect to and a breach that materially and adversely affects a Mortgage Loan, and such breach is not curable, HUD shall not be required to repurchase such Mortgage Loan but shall cooperate with Purchaser and use commercially reasonable efforts to cure the breach that led to the initial demand that HUD repurchase such Mortgage Loan and, if such breach is not curable, at HUD’s sole and absolute discretion, HUD and Purchaser shall negotiate in good faith to reach agreement on an appropriate reduction in the Sales Price, taking into consideration both the breach of Section 3.05(b) and the breach of Section 3.04. Any Mortgage Loan repurchased by Purchaser pursuant to this Section shall be repurchased for an amount equal to the Reverse Repurchase Price and, the date on which payment of the Reverse Purchase Price is made shall be the Reverse Repurchase Date.. Initially capitalized terms used and not defined herein have the meanings given in the Conveyance, Assignment and Assumption Agreement dated , 20 (“Agreement”), between the Secretary of the Department of Housing and Urban Development (“HUD”) and (“Purchaser”). ACKNOWLEDGED AND AGREED as of , 2012. SECRETARY OF HOUSING AND URBAN DEVELOPMENT By: Name: Title: PURCHASER: By: Name: Title: