Common use of Cure, Repurchase or Substitution Obligation Clause in Contracts

Cure, Repurchase or Substitution Obligation. In the event of a breach of any of the representations and warranties of RRAC specified in this Section 2 that materially adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), RRAC will cure the breach, or repurchase or substitute for such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Xxxx Xxxxxx under the Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between RRAC, and Xxxx Xxxxxx, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and Xxxx Xxxxxx (the “Xxxx Xxxxxx Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Xxxx Xxxxxx is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Xxxx Xxxxxx Agreement because Xxxx Xxxxxx is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Flagstar under the Flow Mortgage Loan Purchase and Sale Agreement dated as of May 23, 2011, between RRAC, and Flagstar, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and Flagstar (the “Flagstar Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Flagstar is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Flagstar Agreement because Flagstar is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of GuardHill under the Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2011, between RRAC, and GuardHill, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and GuardHill (the “GuardHill Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if GuardHill is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the GuardHill Agreement because GuardHill is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of PHH under the Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of July 21, 2010, between RRAC and PHH, as amended by the Assignment, Assumption and Recognition Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and PHH (the “PHH Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if PHH is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the PHH Agreement because PHH is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of PrimeLending under the Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between RRAC and Primelending, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and PrimeLending (the “PrimeLending Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if PrimeLending is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the PrimeLending Agreement because PrimeLending is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Sterling under the Flow Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2011, between RRAC and Sterling, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and Sterling (the “Sterling Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Sterling is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Sterling Agreement because Sterling is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Wintrust under the Flow Mortgage Loan Purchase and Sale Agreement dated as of June 1, 2011, between RRAC, and Wintrust, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and Wintrust (the “Wintrust Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Wintrust is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Wintrust Agreement because Wintrust is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below.

Cure, Repurchase or Substitution Obligation. In the event of a breach of any of the representations and warranties of RRAC specified in this Section 2 that materially adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), RRAC will cure the breach, or repurchase or substitute for such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Xxxx Xxxxxx under the Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between RRAC, and Xxxx Xxxxxx, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and Xxxx Xxxxxx (the “Xxxx Xxxxxx Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Xxxx Xxxxxx is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Xxxx Xxxxxx Agreement because Xxxx Xxxxxx is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Flagstar under the Flow Mortgage Loan Purchase and Sale Agreement dated as of May 23, 2011, between RRAC, and Flagstar, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and Flagstar (the “Flagstar Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Flagstar is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Flagstar Agreement because Flagstar is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of GuardHill under the Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2011, between RRAC, and GuardHill, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and GuardHill (the “GuardHill Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if GuardHill is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the GuardHill Agreement because GuardHill is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of PHH under the Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of July 21, 2010, between RRAC and PHH, as amended by the Assignment, Assumption and Recognition Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and PHH (the “PHH Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if PHH is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the PHH Agreement because PHH is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of PrimeLending under the Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between RRAC and Primelending, as amended by the Assignment of Representations and Warranties Agreement, dated January September 27, 20122011, by and among RRAC, Sequoia, the Trustee, and PrimeLending (the “PrimeLending Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if PrimeLending is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the PrimeLending Agreement because PrimeLending is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Sterling under the Flow Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2011, between RRAC and Sterling, as amended by the Assignment of Representations and Warranties Agreement, dated January September 27, 20122011, by and among RRAC, Sequoia, the Trustee, and Sterling (the “Sterling Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Sterling Sxxxxxxx is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Sterling Agreement because Sterling is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Wintrust under the Flow Mortgage Loan Purchase and Sale Agreement dated as of June 1, 2011, between RRAC, and Wintrust, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and Wintrust (the “Wintrust Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Wintrust is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Wintrust Agreement because Wintrust Sxxxxxxx is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below.

Cure, Repurchase or Substitution Obligation. In the event of a breach of any of the representations and warranties of RRAC Seller specified in this Section 2 that materially adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of SequoiaDepositor), RRAC Seller will cure the breach, or repurchase or substitute for such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Xxxx Xxxxxx [________] under the Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011[________], between RRACSeller, and Xxxx Xxxxxx[________], as amended by the Assignment of Representations and Warranties Agreement, dated January 27__________ __, 2012201_, by and among RRACSeller, SequoiaDepositor, the Trustee, and Xxxx Xxxxxx [________](the “Xxxx Xxxxxx [________] Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of SequoiaDepositor), if Xxxx Xxxxxx [________] is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Xxxx Xxxxxx [________] Agreement because Xxxx Xxxxxx [________] is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC Seller will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Flagstar [________] under the Flow Mortgage Loan Purchase and Sale Agreement dated as of May 23, 2011[________], between RRACSeller, and Flagstar[________], as amended by the Assignment of Representations and Warranties Agreement, dated January 27__________ __, 2012201_, by and among RRACSeller, SequoiaDepositor, the Trustee, and Flagstar [________] (the “Flagstar [________] Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of SequoiaDepositor), if Flagstar [________] is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Flagstar [________] Agreement because Flagstar [________] is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC Seller will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of GuardHill [________] under the Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2011[________], between RRACSeller, and GuardHill[________], as amended by the Assignment of Representations and Warranties Agreement, dated January 27__________ __, 2012201_, by and among RRACSeller, SequoiaDepositor, the Trustee, and GuardHill [________](the “GuardHill [________]Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of SequoiaDepositor), if GuardHill [________] is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the GuardHill [________] Agreement because GuardHill [________] is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC Seller will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of PHH [________] under the Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of July 21, 2010[________], between RRAC Seller and PHH[________], as amended by the Assignment, Assumption and Recognition Agreement, dated January 27__________ __, 2012201_, by and among RRACSeller, SequoiaDepositor, the Trustee, and PHH [________](the “PHH [________]Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of SequoiaDepositor), if PHH [________] is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the PHH [________] Agreement because PHH [________] is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC Seller will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of PrimeLending [________] under the Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011[________], between RRAC Seller and Primelending[________], as amended by the Assignment of Representations and Warranties Agreement, dated January 27__________ __, 2012201_, by and among RRACSeller, SequoiaDepositor, the Trustee, and PrimeLending [________](the “PrimeLending [________]Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of SequoiaDepositor), if PrimeLending [________] is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the PrimeLending [________] Agreement because PrimeLending [________] is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC Seller will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Sterling [________] under the Flow Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2011[________], between RRAC Seller and Sterling[________], as amended by the Assignment of Representations and Warranties Agreement, dated January 27__________ __, 2012201_, by and among RRACSeller, SequoiaDepositor, the Trustee, and Sterling [________](the “Sterling [________]Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of SequoiaDepositor), if Sterling [________] is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Sterling [________] Agreement because Sterling [________] is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC Seller will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Wintrust [________] under the Flow Mortgage Loan Purchase and Sale Agreement dated as of June 1, 2011[________], between RRACSeller, and Wintrust[________], as amended by the Assignment of Representations and Warranties Agreement, dated January 27__________ __, 2012201_, by and among RRACSeller, SequoiaDepositor, the Trustee, and Wintrust [________](the “Wintrust [________] Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of SequoiaDepositor), if Wintrust [________] is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Wintrust [________] Agreement because Wintrust [________] is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC Seller will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below.

Cure, Repurchase or Substitution Obligation. In the event of a breach of any of the representations and warranties of RRAC specified in this Section 2 that materially adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), RRAC will cure the breach, or repurchase or substitute for such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Xxxx Xxxxxx under the Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between RRAC, and Xxxx Xxxxxx, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and Xxxx Xxxxxx (the “Xxxx Xxxxxx Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Xxxx Xxxxxx is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Xxxx Xxxxxx Agreement because Xxxx Xxxxxx is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Flagstar under the Flow Mortgage Loan Purchase and Sale Agreement dated as of May 23, 2011, between RRAC, and Flagstar, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and Flagstar (the “Flagstar Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Flagstar is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Flagstar Agreement because Flagstar is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of GuardHill under the Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2011, between RRAC, and GuardHill, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and GuardHill (the “GuardHill Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if GuardHill is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the GuardHill Agreement because GuardHill is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of PHH under the Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of July 21, 2010, between RRAC and PHH, as amended by the Assignment, Assumption and Recognition Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and PHH (the “PHH Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if PHH is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the PHH Agreement because PHH is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of PrimeLending under the Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between RRAC and Primelending, as amended by the Assignment of Representations and Warranties Agreement, dated January September 27, 20122011, by and among RRAC, Sequoia, the Trustee, and PrimeLending (the “PrimeLending Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if PrimeLending is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the PrimeLending Agreement because PrimeLending is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Sterling under the Flow Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2011, between RRAC and Sterling, as amended by the Assignment of Representations and Warranties Agreement, dated January September 27, 20122011, by and among RRAC, Sequoia, the Trustee, and Sterling (the “Sterling Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Sterling is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Sterling Agreement because Sterling is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below. In the event of a breach of any of the representations and warranties of Wintrust under the Flow Mortgage Loan Purchase and Sale Agreement dated as of June 1, 2011, between RRAC, and Wintrust, as amended by the Assignment of Representations and Warranties Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, and Wintrust (the “Wintrust Agreement”) that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if Wintrust is unable to cure, repurchase or substitute the related Mortgage Loan pursuant to the terms of the Wintrust Agreement because Wintrust is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below.