Common use of Final Certification Clause in Contracts

Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Final Certification. The provided, however that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the such defect and, if the Seller does not correct the or cure such defect within that such period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (b) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Purchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or purchase occur more than 540 days from the Closing Date, except that if the substitution or purchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or and there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the such substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the such Mortgage Loan. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.052.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account by on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit ON hereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Supplemental Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Final Certification. On or prior to the Closing Date with respect to each Issuer Transfer Asset Group, the Seller shall provide all Final Certification Documents with respect to the related Reverse Mortgage Loans, other than (a) those Final Certification Documents set forth on Schedule 15 with respect to the Group 1 Assets, Group 3 Assets and Group 5 Assets (the “Document Deficiencies”) and (b) the Purchaser Certification Documents. The Trustee Seller shall not make cure the Document Deficiencies within (i) twelve (12) months after the related Issuer Transfer Closing Date or (ii) the related Servicing Transfer Date, whichever is later (the “Certification Period”). The Purchaser shall prepare the Purchaser Certification Documents for the Reverse Mortgage Loans related to the applicable Issuer Transfer Asset Group. The Seller shall reimburse the Purchaser for up to $75.00 for each Reverse Mortgage Loan where Purchaser has prepared such Purchaser Certification Documents and shall provide the Purchaser with a limited power of attorney for such purpose. To the extent any determination as Reverse Mortgage Loan is required by Xxxxxx Xxx to whether be repurchased by Purchaser in order to obtain a certification for the related HMBS Pool (a “Collateral Deficient Loan”), with respect to any such Collateral Deficient Loan related to the Group 1 Assets and Group 3 Assets, the Seller shall (i) purchase such Collateral Deficient Loan from the Purchaser pursuant to Section 3.09 or (ii) if mutually agreed to by the Seller and the Purchaser, indemnify Purchaser in accordance with Article III (without regard to any indemnification thresholds described in Section 3.03(c)) for any Indemnifiable Losses related to the Purchaser’s failure to obtain Final Certification Documents. Notwithstanding the foregoing, the Seller shall have no obligation to purchase a Collateral Deficient Loan from the Purchaser or indemnify the Purchaser with respect thereto to the extent that any Reverse Mortgage Loan is a Collateral Deficient Loan due to (i) any endorsement is sufficient error or omission with respect to transfer all interest the Purchaser Certification Document or any other action of the Purchaser or a third-party so endorsing, as noteholder or assignee thereof, (other than a third-party engaged by the Seller in that Mortgage Note accordance with its obligations under the Transition Subservicing Agreement) after the related Closing Date with respect to the Final Certification Documents or (ii) any assignment is such Final Certification Documents being in recordable form the possession of a servicer or is sufficient any other third-party for any reason after the related Closing Date, including for the pursuit of foreclosure or other enforcement proceedings or assignments to effect HUD. To the assignment of and transfer extent any Reverse Mortgage Loan related to the assignee thereof under the mortgage Third-Party Serviced Assets is required by Xxxxxx Mae to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests be repurchased by Purchaser out of the Certificateholders within 90 days related HMBS Pool in order to obtain a certification for such HMBS Pool (a “Third-Party Collateral Deficient Loan”), the Seller shall, at Seller’s option, either (i) purchase such Collateral Deficient Loan from the date it was so notified Purchaser pursuant to Section 3.09 or (ii) indemnify Purchaser in accordance with Article III (without regard to any indemnification thresholds described in Section 3.03(c)) for Indemnifiable Losses related to the Purchaser’s failure to obtain Final Certification Documents. In connection with any such purchase of the defect and, if Third-Party Collateral Deficient Loan by the Seller does not correct or indemnification with respect thereto, the defect within that periodPurchaser shall assign any rights to pursue remedies against such Third-Party Servicer with respect to such Third-Party Collateral Deficient Loan to Seller. Notwithstanding the foregoing, the Seller shall either (a) substitute for the related Mortgage have no obligation to purchase a Third-Party Collateral Deficient Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from Purchaser or indemnify the date Purchaser with respect thereto to the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of extent that any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Reverse Mortgage Loan is returned a Third-Party Collateral Deficient Loan due to (i) any error or omission with respect to the Trustee. Any substitution pursuant to (a) above Purchaser Certification Document or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee any other action of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to Purchaser or a third-party (a) above shall not be effected before the additional delivery to the Trustee of other than a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited third-party engaged by the Seller in accordance with its obligations under the Certificate Account by Transition Subservicing Agreement) after the Distribution Account Deposit related Closing Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations Final Certification Documents or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of any such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File Final Certification Documents being in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of a servicer or any other third-party for any reason after the Master Servicer from time related Closing Date, including for the pursuit of foreclosure or other enforcement proceedings or assignments to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the SellerHUD.