Common use of Enforcement of Representations and Warranties Clause in Contracts

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Home Equity Loans, or the Issuer or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Issuer, or any Custodian of a breach of any of the representations and warranties made in the Purchase Agreement, in respect of any Home Equity Loan, which materially and adversely affects the interests of the Securityholders or the Credit Enhancer in that Home Equity Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that in the event of a breach of representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, notice shall be given within five days of discovery. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) and 3.1(c) of the Purchase Agreement) from the date the Seller was notified of such breach or, in the case of a breach of the representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, within 90 days after the discovery thereof by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Issuer or the Purchaser or (ii) purchase such Home Equity Loan from the Issuer at the price, during the time, and in the manner set forth in Section 3.1(d) of the Purchase Agreement; provided that the Seller shall, subject to compliance with all the conditions set forth in the Purchase Agreement, have the option to substitute an Eligible Substitute Loan or Loans for such Home Equity Loan, provided that in the case of the substitution of a Group I Loan, such substitution occurs within two years following the Closing Date. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Home Equity Loan pursuant to Section 3.1 of the Purchase Agreement was the representation and warranty set forth in clauses (b)(viii), (c)(I)(x) or (c)(II)(x) of Section 3.1 of the Purchase Agreement, then the Master Servicer shall request that the Seller pay to the Trust, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust, and that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such payment. In the event that the Seller elects to substitute one or more Eligible Substitute Loans pursuant to Section 3.1(b) or 3.1(c) of the Purchase Agreement, the Seller shall deliver to the Issuer with respect to such Eligible Substitute Loans, the original Loan Agreement, the Mortgage, and such other documents and agreements as are required by the Purchase Agreement. Payments due with respect to Eligible Substitute Loans in the month of substitution shall not be transferred to the Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Issuer for such month in respect of the Home Equity Loan to be removed. The Master Servicer shall amend or cause to be amended the Home Equity Loan Schedule to reflect the removal of such Home Equity Loan and the substitution of the Eligible Substitute Loans and the Master Servicer shall promptly deliver the amended Home Equity Loan Schedule to the Owner Trustee and the Indenture Trustee.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Home Equity LoansClass A Ownership Interest, or the Issuer or the Credit EnhancerIssuer, as Managing Member, shall enforce the representations and warranties of the Seller pursuant to the Revolving Credit Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the 1996-HS3 LLC, the Issuer, or any Custodian of a breach of any of the representations and warranties made in the Revolving Credit Loan Purchase Agreement, in respect of any Home Equity Loan, Revolving Credit Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer in that Home Equity LoanEnhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that in the event of a breach of representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, notice shall be given within five days of discovery. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Revolving Credit Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Revolving Credit Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) and 3.1(c) of the Revolving Credit Loan Purchase Agreement) from the date the Seller [NY01:227422.4] 16069-00369 10/28/96 5:11pm 4 was notified of such breach or, in the case of a breach of the representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, within 90 days after the discovery thereof by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Issuer or the Purchaser or (ii) purchase such Home Equity Revolving Credit Loan from the Issuer 1996-HS3 LLC at the price, during the time, price and in the manner set forth in Section 3.1(d3.1(b) of the Revolving Credit Loan Purchase Agreement; provided that the Seller shall, subject to compliance with all the conditions set forth in the Revolving Credit Loan Purchase Agreement, have the option to substitute an Eligible Substitute Loan or Loans for such Home Equity Revolving Credit Loan, provided that in the case of the substitution of a Group I Loan, such substitution occurs within two years following the Closing Date. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Home Equity Loan pursuant to Section 3.1 of the Purchase Agreement was the representation and warranty set forth in clauses (b)(viii), (c)(I)(x) or (c)(II)(x) of Section 3.1 of the Purchase Agreement, then the Master Servicer shall request that the Seller pay to the Trust, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust, and that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such payment. In the event that the Seller elects to substitute one or more Eligible Substitute Loans pursuant to Section 3.1(b) or 3.1(c) of the Revolving Credit Loan Purchase Agreement, the Seller shall deliver to the Issuer 1996-HS3 LLC with respect to such Eligible Substitute Loans, the original Loan Credit Line Agreement, the Mortgage, and such other documents and agreements as are required by the Revolving Credit Loan Purchase Agreement. Payments due with respect to Eligible Substitute Loans in the month of substitution shall not be transferred to the Issuer 1996-HS3 LLC and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Issuer 1996-HS3 LLC for such month in respect of the Home Equity Revolving Credit Loan to be removed. The Master Servicer shall amend or cause to be amended the Home Equity Revolving Credit Loan Schedule to reflect the removal of such Home Equity Revolving Credit Loan and the substitution of the Eligible Substitute Loans and the Master Servicer shall promptly deliver the amended Home Equity Revolving Credit Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Revolving Credit Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the 1996- HS3 LLC and the Indenture Trustee., as pledgee of the Class A Ownership Interest, against the Seller. In connection with the purchase of or substitution for any such Revolving Credit Loan by the Seller, the 1996-HS3 LLC shall assign to the Seller all of its right, title and interest in respect of the Revolving Credit Loan Purchase Agreement applicable to such Revolving Credit Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignments prepared by the Master Servicer which the Indenture Trustee shall execute. [NY01:227422.4] 16069-00369 10/28/96 5:11pm 5

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, or the Issuer or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to in Sections 7.01 and 7.02 of the Mortgage Loan Purchase Agreementand Servicing Agreement and in Section 2.07(a), and of the Depositor in Sections 2.06(f), 2.06(g) and 2.07(b), as applicable. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture TrusteeIssuer, the Credit Enhancer, Indenture Trustee or the Issuer, or any Custodian of a breach of any of the respective representations and warranties made in by the Purchase AgreementSeller or by the Depositor, in respect of any Home Equity Loan, which that materially and adversely affects the interests of any Securityholder (or upon the Securityholders or the Credit Enhancer in that Home Equity Loanoccurrence of a Repurchase Event), the party Person discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that in foregoing Persons and to the event of a breach of representation set forth in Section 3.1(b)(xxv) of Seller or the Purchase AgreementDepositor, notice shall be given within five days of discoveryas applicable. The Master Servicer shall promptly notify demand of the Seller or the Depositor, as applicable, that within 90 days of receipt of notice making such breach and request that, pursuant to the terms of the Purchase Agreement, the Seller either demand it (i) cure such breach in all material respects within 45 days (with respect to a breach by the Seller of the its representations and warranties contained in Section 3.1(a) Sections 7.01 and 7.02 of the Mortgage Loan Purchase Agreement) and Servicing Agreement and Section 2.07(a), or 90 days (with respect to a breach by the Depositor of the its representations and warranties contained in Section 3.1(bSections 2.06(f), 2.06(g) and 3.1(c) of the Purchase Agreement) from the date the Seller was notified of such breach or2.07(b), in the case of a breach of the representation set forth in Section 3.1(b)(xxv) of the Purchase Agreementrespectively, within 90 days after the discovery thereof by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Issuer or the Purchaser or (ii) purchase such Home Equity the related Mortgage Loan from the Issuer at or substitute an Eligible Substitute Mortgage Loan (and remit to the priceTrustee Collection Account any related Substitution Adjustment Amount), during the time, and in the manner set forth in Section 3.1(d) 7.03 of the Purchase Agreement; provided that Mortgage Loan Purchasing and Servicing Agreement in the case of a breach by the Seller shallof its representation or warranty in Sections 7.01 and 7.02 of the Mortgage Loan Purchase and Servicing Agreement and Section 2.07(a), subject or a breach by the Depositor of its representation or warranty in Sections 2.06(f), 2.06(g) and 2.07(b). The obligation of the Seller or the Depositor, as the case may be, to compliance with all accept a retransfer of a Mortgage Loan as to which a breach has occurred and is continuing and to make any required deposit into the conditions set forth in the Purchase Agreement, have the option Collection Account or Trustee Collection Account or to substitute an Eligible Substitute Loan or Loans for such Home Equity Mortgage Loan, provided that as the case may be, shall constitute the sole and exclusive remedy hereunder against the Seller or the Depositor, as applicable, respecting such breach available therefor. Notwithstanding the foregoing limitation, (i) the Indenture Trustee shall enforce the obligations of the Seller in the case of Mortgage Loan Purchase and Servicing Agreement to indemnify the substitution of a Group I Loan, such substitution occurs within two years following the Closing Date. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Home Equity Loan pursuant to Section 3.1 of the Purchase Agreement was the representation and warranty set forth in clauses (b)(viii), (c)(I)(x) or (c)(II)(x) of Section 3.1 of the Purchase Agreement, then the Master Servicer shall request that the Seller pay to the Trust, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust, and that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such payment. In the event that the Seller elects to substitute one or more Eligible Substitute Loans pursuant to Section 3.1(b) or 3.1(c) of the Purchase AgreementDepositor, the Seller shall deliver to the Issuer with respect to such Eligible Substitute LoansIssuer, the original Loan Agreement, the Mortgage, and such other documents and agreements as are required by the Purchase Agreement. Payments due with respect to Eligible Substitute Loans in the month of substitution shall not be transferred to the Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Issuer for such month in respect of the Home Equity Loan to be removed. The Master Servicer shall amend or cause to be amended the Home Equity Loan Schedule to reflect the removal of such Home Equity Loan and the substitution of the Eligible Substitute Loans and the Master Servicer shall promptly deliver the amended Home Equity Loan Schedule to the Owner Trustee and the Indenture TrusteeTrustee as "Purchaser" under the Mortgage Loan Purchase and Servicing Agreement for the breach of any covenant, representation or warranty of the Seller pursuant to the terms of Section 12.01 of such agreement and (ii) the Seller hereby agrees to indemnify the Trust for any costs and damages incurred by the Trust in connection with a breach of the Seller's representations and warranties in Section 2.07(a)(vii), (xlvi), (xlvii) or (xlviii), and that materially and adversely affects the interests of any Securityholder. In connection with the purchase or substitution of any Mortgage Loan, the Issuer shall assign to the Seller or the Depositor, as applicable, all of its right, title and interest in and to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon the completion of such substitution, the Master Servicer shall notify the Custodian thereof, and the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignments prepared by the Master Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, or the Issuer or the Credit EnhancerIssuer, shall enforce the representations and warranties of Seller in Sections 7.01 and 7.02 of the Seller pursuant to Mortgage Loan Purchase and Servicing Agreement and in Section 2.07(a), and of the Purchase AgreementDepositor in Sections 2.06(f), 2.06(g) [and 2.07(b)], as applicable. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture TrusteeIssuer, the Credit Enhancer, Indenture Trustee or the Issuer, or any Custodian of a breach of any of the respective representations and warranties made in by Seller or by the Purchase AgreementDepositor, in respect of any Home Equity Loan, which that materially and adversely affects the interests of any Securityholder (or upon the Securityholders or the Credit Enhancer in that Home Equity Loanoccurrence of a Repurchase Event), the party Person discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that in foregoing Persons and to Seller or the event of a breach of representation set forth in Section 3.1(b)(xxv) of the Purchase AgreementDepositor, notice shall be given within five days of discoveryas applicable. The Master Servicer shall promptly notify demand of Seller or the Seller Depositor, as applicable, that within 90 days of receipt of notice making such breach and request that, pursuant to the terms of the Purchase Agreement, the Seller either demand it (i) cure such breach in all material respects within 45 days (with respect to a breach by Seller of the its representations and warranties contained in Section 3.1(a) Sections 7.01 and 7.02 of the Mortgage Loan Purchase Agreement) and Servicing Agreement and Section 2.07(a), or 90 days (with respect to a breach by the Depositor of the its representations and warranties contained in Section 3.1(bSections 2.06(f), 2.06(g) [and 3.1(c) of the Purchase Agreement) from the date the Seller was notified of such breach or2.07(b]), in the case of a breach of the representation set forth in Section 3.1(b)(xxv) of the Purchase Agreementrespectively, within 90 days after the discovery thereof by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Issuer or the Purchaser or (ii) purchase such Home Equity the related Mortgage Loan from the Issuer at or substitute an Eligible Substitute Mortgage Loan (and remit to the priceTrustee Collection Account any related Substitution Adjustment Amount), during the time, and in the manner set forth in Section 3.1(d) 7.03 of the Purchase Agreement; provided that the Seller shall, subject to compliance with all the conditions set forth Mortgage Loan Purchasing and Servicing Agreement in the case of a breach by Seller of its representation or warranty in Sections 7.01 and 7.02 of the Mortgage Loan Purchase Agreementand Servicing Agreement and Section 2.07(a), have or a breach by Depositor of its representations or warranties in Sections 2.06(f), 2.06(g) and [2.07(b)]. The obligation of Seller or the option Depositor, as the case may be, to accept a retransfer of a Mortgage Loan as to which a breach has occurred and is continuing and to make any required deposit into the Collection Account or Trustee Collection Account or to substitute an Eligible Substitute Loan or Loans for such Home Equity Mortgage Loan, provided that as the case may be, shall constitute the sole and exclusive remedy hereunder against Seller or the Depositor, as applicable, respecting such breach available therefor. Notwithstanding the foregoing limitation, (i) the Indenture Trustee shall enforce the obligations of Seller in the case of Mortgage Loan Purchase and Servicing Agreement to indemnify the substitution of a Group I Loan, such substitution occurs within two years following the Closing Date. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Home Equity Loan pursuant to Section 3.1 of the Purchase Agreement was the representation and warranty set forth in clauses (b)(viii), (c)(I)(x) or (c)(II)(x) of Section 3.1 of the Purchase Agreement, then the Master Servicer shall request that the Seller pay to the Trust, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust, and that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such payment. In the event that the Seller elects to substitute one or more Eligible Substitute Loans pursuant to Section 3.1(b) or 3.1(c) of the Purchase AgreementDepositor, the Seller shall deliver to the Issuer with respect to such Eligible Substitute LoansIssuer, the original Loan Agreement, the Mortgage, and such other documents and agreements as are required by the Purchase Agreement. Payments due with respect to Eligible Substitute Loans in the month of substitution shall not be transferred to the Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Issuer for such month in respect of the Home Equity Loan to be removed. The Master Servicer shall amend or cause to be amended the Home Equity Loan Schedule to reflect the removal of such Home Equity Loan and the substitution of the Eligible Substitute Loans and the Master Servicer shall promptly deliver the amended Home Equity Loan Schedule to the Owner Trustee and the Indenture TrusteeTrustee as "Purchaser" under the Mortgage Loan Purchase and Servicing Agreement for the breach of any covenant, representation or warranty of Seller pursuant to the terms of Section 12.01 of such agreement and (ii) Seller hereby agrees to indemnify the Trust for any costs and damages incurred by the Trust in connection with a breach of Seller's representations and warranties in Section 2.07(a)(vii), (xlvi), (xlvii) or (xlviii), and that materially and adversely affects the interests of any Securityholder. In connection with the purchase or substitution of any Mortgage Loan, the Issuer shall assign to Seller [or the Depositor, as applicable], all of its right, title and interest in and to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon the completion of such substitution, the Master Servicer shall notify the Custodian thereof, and the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignments prepared by the Master Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, or the Issuer or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to in (i) Sections 7.01 and 7.02 of the December Mortgage Loan Purchase and Servicing Agreement (ii) Sections 7.01 and 7.02 of the January Mortgage Loan Purchase and Servicing Agreement, (iii) Sections 3.01 and 3.02 of the March Mortgage Loan Purchase and Servicing Agreement and (iv) Section 2.07(a), and of the Depositor in Sections 2.06(f), 2.06(g) and 2.07(b), as applicable. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture TrusteeIssuer, the Credit Enhancer, Indenture Trustee or the Issuer, or any Custodian of a breach of any of the respective representations and warranties made in by the Purchase AgreementSeller or by the Depositor, in respect of any Home Equity Loan, which that materially and adversely affects the interests of any Securityholder (or upon the Securityholders or the Credit Enhancer in that Home Equity Loanoccurrence of a Repurchase Event), the party Person discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that in foregoing Persons and to the event of a breach of representation set forth in Section 3.1(b)(xxv) of Seller or the Purchase AgreementDepositor, notice shall be given within five days of discoveryas applicable. The Master Servicer shall promptly notify demand of the Seller or the Depositor, as applicable, that within 90 days of receipt of notice making such breach and request that, pursuant to the terms of the Purchase Agreement, the Seller either demand it (i) cure such breach in all material respects within 45 days (with respect to a breach by the Seller of the its representations and warranties contained in Section 3.1(a) Sections 7.01 and 7.02 of the December Mortgage Loan Purchase Agreement) and Servicing Agreement or 90 days (with respect to Sections 7.01 and 7.02 of the January Mortgage Loan Purchase and Servicing Agreement or Sections 3.01 and 3.02 of the March Mortgage Loan Purchase and Servicing Agreement and Section 2.07(a), or a breach by the Depositor of the its representations and warranties contained in Section 3.1(bSections 2.06(f), 2.06(g) and 3.1(c2.07(b), respectively, or (ii) purchase the related Mortgage Loan from the Issuer or substitute an Eligible Substitute Mortgage Loan (and remit to the Trustee Collection Account any related Substitution Adjustment Amount), in the manner set forth in (x) Section 7.03 of the December Mortgage Loan Purchase Agreement) from and Servicing Agreement in the date case of a breach by the Seller was notified of such its representation or warranty in Sections 7.01 and 7.02 of the December Mortgage Loan Purchase and Servicing Agreement and Section 2.07(a), (y) Section 7.03 of the January Mortgage Loan Purchase and Servicing Agreement in the case of a breach or, by the Seller of its representation or warranty in Sections 7.01 and 7.02 of the January Mortgage Loan Purchase and Servicing Agreement and Section 2.07(a) and (z) Section 3.04 of the March Mortgage Loan Purchase and Servicing Agreement in the case of a breach of the a representation set forth in Section 3.1(b)(xxv) or warranty of the Seller in Sections 3.01 or 3.02 of the March Mortgage Loan Purchase Agreementand Servicing Agreement and Section 2.07(a), within 90 days after the discovery thereof or a breach by the SellerDepositor of its representation or warranty in Sections 2.06(f), 2.06(g) and 2.07(b). The obligation of the Seller or the Depositor, as the Master Servicercase may be, to accept a retransfer of a Mortgage Loan as to which a breach has occurred and is continuing and to make any required deposit into the Indenture Trustee, the Credit Enhancer, the Issuer Collection Account or the Purchaser Trustee Collection Account or (ii) purchase such Home Equity Loan from the Issuer at the price, during the time, and in the manner set forth in Section 3.1(d) of the Purchase Agreement; provided that the Seller shall, subject to compliance with all the conditions set forth in the Purchase Agreement, have the option to substitute an Eligible Substitute Loan or Loans for such Home Equity Mortgage Loan, provided that as the case may be, shall constitute the sole and exclusive remedy hereunder against the Seller or the Depositor, as applicable, respecting such breach available therefor. Notwithstanding the foregoing limitation, (i) the Indenture Trustee shall enforce the obligations of the Seller in the case of Mortgage Loan Purchase and Servicing Agreements to indemnify the substitution of a Group I Loan, such substitution occurs within two years following the Closing Date. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Home Equity Loan pursuant to Section 3.1 of the Purchase Agreement was the representation and warranty set forth in clauses (b)(viii), (c)(I)(x) or (c)(II)(x) of Section 3.1 of the Purchase Agreement, then the Master Servicer shall request that the Seller pay to the Trust, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust, and that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such payment. In the event that the Seller elects to substitute one or more Eligible Substitute Loans pursuant to Section 3.1(b) or 3.1(c) of the Purchase AgreementDepositor, the Seller shall deliver to the Issuer with respect to such Eligible Substitute LoansIssuer, the original Loan Agreement, the Mortgage, and such other documents and agreements as are required by the Purchase Agreement. Payments due with respect to Eligible Substitute Loans in the month of substitution shall not be transferred to the Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Issuer for such month in respect of the Home Equity Loan to be removed. The Master Servicer shall amend or cause to be amended the Home Equity Loan Schedule to reflect the removal of such Home Equity Loan and the substitution of the Eligible Substitute Loans and the Master Servicer shall promptly deliver the amended Home Equity Loan Schedule to the Owner Trustee and the Indenture TrusteeTrustee as “Purchaser” under each Mortgage Loan Purchase and Servicing Agreement for the breach of any covenant, representation or warranty of the Seller pursuant to the terms of Section 12.01 or 4.03, as applicable, of such agreement and (ii) the Seller hereby agrees to indemnify the Trust for any costs and damages incurred by the Trust in connection with a breach of the Seller’s representations and warranties in Section 2.07(a)(vii), (xlvi), (xlvii), (xlviii) or (xlix), and that materially and adversely affects the interests of any Securityholder. In connection with the purchase or substitution of any Mortgage Loan, the Issuer shall assign to the Seller or the Depositor, as applicable, all of its right, title and interest in and to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon the completion of such substitution, the Master Servicer shall notify the Custodian thereof, and the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignments prepared by the Master Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, and the Enhancer or the Issuer or the Credit EnhancerIssuer, shall enforce the representations and warranties of (i) the Seller pursuant to in Sections 7.01 and 7.02 of the December Mortgage Loan Purchase Agreementand Servicing Agreement and Sections 3.01 and 3.02 of the March Mortgage Loan Purchase and Servicing Agreement and (ii) of the Depositor in Sections 2.06(f) and (g) and 2.07 hereof, as applicable. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Issuer, the Indenture Trustee, the Credit Enhancer, or the Issuer, or any Custodian of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreementand Servicing Agreements or the Depositor in Sections 2.06(f) and (g) or 2.07 hereof, in respect of any Home Equity Loan, which Mortgage Loan that materially and adversely affects the interests of the Securityholders any Securityholder or the Credit Enhancer in that Home Equity Loan(or upon the occurrence of a Repurchase Event), the party Person discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that in foregoing Persons and to the event of a breach of representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, notice shall be given within five days of discoverySeller. The Master Servicer shall promptly notify demand of the Seller or the Depositor, as applicable, that within 90 days of receipt of notice making such breach and request that, pursuant to the terms of the Purchase Agreement, the Seller either demand it (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) Sections 7.01 or 7.02 of the December Mortgage Loan Purchase and Servicing Agreements or Sections 3.01 or 3.02 of the March Mortgage Purchase and Servicing Agreement) , or 90 days (with respect to a breach of the representations and warranties contained in Sections 2.06(f) or (g) or 2.07 herein, respectively, or (ii) purchase the related Mortgage Loan from the Issuer or substitute an Eligible Substitute Mortgage Loan (and remit to the Trustee Collection Account any related Substitution Adjustment Amount), in the manner set forth in (x) Section 3.1(b) and 3.1(c) 7.03 of the Purchase Agreement) from the date the Seller was notified of such breach or, December Mortgage Loan Purchasing and Servicing Agreement in the case of a breach of the a representation set forth in Section 3.1(b)(xxv) or warranty of the Seller in Sections 7.01 or 7.02 of the December Mortgage Loan Purchase and Servicing Agreement or of the Depositor in Sections 2.06(f) or (g) or 2.07 hereof, and (y) Section 3.04 of the March Mortgage Loan Purchase and Servicing Agreement in the case of a breach of a representation or warranty of the Seller in Sections 3.01 or 3.02 of the March Mortgage Loan Purchase and Servicing Agreement, within 90 days after . The obligation of the discovery thereof by the Seller, Seller or the Depositor, as the Master Servicercase may be, to accept a retransfer of a Mortgage Loan as to which a breach has occurred and is continuing and to make any required deposit into the Indenture Trustee, the Credit Enhancer, the Issuer Collection Account or the Purchaser Trustee Collection Account or (ii) purchase such Home Equity Loan from the Issuer at the price, during the time, and in the manner set forth in Section 3.1(d) of the Purchase Agreement; provided that the Seller shall, subject to compliance with all the conditions set forth in the Purchase Agreement, have the option to substitute an Eligible Substitute Loan or Loans for such Home Equity Mortgage Loan, provided that as the case may be, shall constitute the sole and exclusive remedy hereunder against the Seller or the Depositor, as applicable, respecting such breach available therefor Notwithstanding the foregoing limitation, the Indenture Trustee shall enforce the obligations of the Seller in the case of Mortgage Loan Purchase and Servicing Agreements, to indemnify the substitution of a Group I Loan, such substitution occurs within two years following the Closing Date. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Home Equity Loan pursuant to Section 3.1 of the Purchase Agreement was the representation and warranty set forth in clauses (b)(viii), (c)(I)(x) or (c)(II)(x) of Section 3.1 of the Purchase Agreement, then the Master Servicer shall request that the Seller pay to the Trust, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust, and that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such payment. In the event that the Seller elects to substitute one or more Eligible Substitute Loans pursuant to Section 3.1(b) or 3.1(c) of the Purchase AgreementDepositor, the Seller shall deliver to the Issuer with respect to such Eligible Substitute LoansIssuer, the original Loan Agreement, the Mortgage, and such other documents and agreements as are required by the Purchase Agreement. Payments due with respect to Eligible Substitute Loans in the month of substitution shall not be transferred to the Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Issuer for such month in respect of the Home Equity Loan to be removed. The Master Servicer shall amend or cause to be amended the Home Equity Loan Schedule to reflect the removal of such Home Equity Loan and the substitution of the Eligible Substitute Loans and the Master Servicer shall promptly deliver the amended Home Equity Loan Schedule to the Owner Trustee and the Indenture TrusteeTrustee as "Purchaser" under each Mortgage Loan Purchase and Servicing Agreement for the breach of any covenant, representation or warranty of the Seller pursuant to the terms of Section 12.01 of such agreement. In addition, notwithstanding anything to the contrary in this Agreement, the Master Servicer, in its capacity as Seller of the Mortgage Loans to the Depositor, also agrees to indemnify the Trust and the Enhancer for any loss, liability or expense caused by a breach of representation (l) in Section 3.02 of the March Mortgage Loan Purchase and Servicing Agreement (i) as it is hereby deemed to relate to the Mortgage Loans sold under the December Mortgage Loan Purchase and Servicing Agreement or (ii) as it relates to the Mortgage Loans sold under the March Mortgage Loan Purchase and Servicing Agreement. In connection with the purchase or substitution of any Mortgage Loan, the Issuer shall assign to the Seller or the Depositor, as applicable, all of its right, title and interest in and to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon the completion of such substitution, the Master Servicer shall notify the Custodian thereof, and the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignments prepared by the Master Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, or the Issuer or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to in (i) Sections 7.01 and 7.02 of the Mortgage Loan Purchase Agreementand Servicing Agreement and (ii) Section 2.07(a) hereof, and of the Depositor in Sections 2.06(f), 2.06(g) and 2.07(b) hereof, as applicable. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture TrusteeIssuer, the Credit Enhancer, Indenture Trustee or the Issuer, or any Custodian of a breach of any of the respective representations and warranties made in by the Purchase AgreementSeller or by the Depositor, in respect of any Home Equity Loan, which that materially and adversely affects the interests of any Securityholder (or upon the Securityholders or the Credit Enhancer in that Home Equity Loanoccurrence of a Repurchase Event), the party Person discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that in foregoing Persons and to the event of a breach of representation set forth in Section 3.1(b)(xxv) of Seller or the Purchase AgreementDepositor, notice shall be given within five days of discoveryas applicable. The Master Servicer shall promptly notify demand of the Seller or the Depositor, as applicable, that within 90 days of receipt of notice making such breach and request that, pursuant to the terms of the Purchase Agreement, the Seller either demand it (i) cure such breach in all material respects within 45 days (with respect to a breach by the Seller of the its representations and warranties contained in Section 3.1(a) Sections 7.01 and 7.02 of the Mortgage Loan Purchase Agreementand Servicing Agreement Section 2.07(a) hereof, or 90 days (with respect to a breach by the Depositor of the its representations and warranties contained in Section 3.1(bSections 2.06(f), 2.06(g) and 3.1(c2.07(b) of the Purchase Agreement) from the date the Seller was notified of such breach orhereof, in the case of a breach of the representation set forth in Section 3.1(b)(xxv) of the Purchase Agreementrespectively, within 90 days after the discovery thereof by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Issuer or the Purchaser or (ii) purchase such Home Equity the related Mortgage Loan from the Issuer at or substitute an Eligible Substitute Mortgage Loan (and remit to the priceTrustee Collection Account any related Substitution Adjustment Amount), during the time, and in the manner set forth in Section 3.1(d) 7.03 of the Mortgage Loan Purchase Agreement; provided that and Servicing Agreement in the case of a breach by the Seller shallof its representation or warranty in Sections 7.01 and 7.02 of the Mortgage Loan Purchase and Servicing Agreement and Section 2.07(a) hereof, subject or a breach by the Depositor of its representation or warranty in Sections 2.06(f), 2.06(g) and 2.07(b) hereof. The obligation of the Seller or the Depositor, as the case may be, to compliance with all accept a retransfer of a Mortgage Loan as to which a breach has occurred and is continuing and to make any required deposit into the conditions set forth in the Purchase Agreement, have the option Collection Account or Trustee Collection Account or to substitute an Eligible Substitute Loan or Loans for such Home Equity Mortgage Loan, provided that as the case may be, shall constitute the sole and exclusive remedy hereunder against the Seller or the Depositor, as applicable, respecting such breach available therefor. Notwithstanding the foregoing limitation, (i) the Indenture Trustee shall enforce the obligations of the Seller in the case of Mortgage Loan Purchase and Servicing Agreement to indemnify the substitution of a Group I Loan, such substitution occurs within two years following the Closing Date. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Home Equity Loan pursuant to Section 3.1 of the Purchase Agreement was the representation and warranty set forth in clauses (b)(viii), (c)(I)(x) or (c)(II)(x) of Section 3.1 of the Purchase Agreement, then the Master Servicer shall request that the Seller pay to the Trust, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust, and that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such payment. In the event that the Seller elects to substitute one or more Eligible Substitute Loans pursuant to Section 3.1(b) or 3.1(c) of the Purchase AgreementDepositor, the Seller shall deliver to the Issuer with respect to such Eligible Substitute LoansIssuer, the original Loan Agreement, the Mortgage, and such other documents and agreements as are required by the Purchase Agreement. Payments due with respect to Eligible Substitute Loans in the month of substitution shall not be transferred to the Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Issuer for such month in respect of the Home Equity Loan to be removed. The Master Servicer shall amend or cause to be amended the Home Equity Loan Schedule to reflect the removal of such Home Equity Loan and the substitution of the Eligible Substitute Loans and the Master Servicer shall promptly deliver the amended Home Equity Loan Schedule to the Owner Trustee and the Indenture TrusteeTrustee as “Purchaser” under the Mortgage Loan Purchase and Servicing Agreement for the breach of any covenant, representation or warranty of the Seller pursuant to the terms of Section 12.01 of such agreement and (ii) the Seller hereby agrees to indemnify the Trust for any costs and damages incurred by the Trust in connection with a breach of the Seller’s representations and warranties in Section 2.07(a)(vii), (xlv) and (xlvi), and that materially and adversely affects the interests of any Securityholder. In connection with the purchase or substitution of any Mortgage Loan, the Issuer shall assign to the Seller or the Depositor, as applicable, all of its right, title and interest in and to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon the completion of such substitution, the Master Servicer shall notify the Custodian thereof, and the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignments prepared by the Master Servicer that the Indenture Trustee shall execute.