Common use of Mortgage Loan Clause in Contracts

Mortgage Loan. In the event the Repurchase Price is deposited in the Custodial Account, the Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase the Final Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser for such Qualified Substitute Mortgage Loan or Loans the Mortgage Loan Documents with the Mortgage Note endorsed as required herein. The Seller shall deposit in the Custodial Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. The Seller shall give written notice to the Purchaser that such substitution has taken place and shall amend the Final Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Subsections 7.01 and 7.02. For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Seller will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). Accordingly, on the date of such substitution, the Seller will deposit from its own funds into the Custodial Account an amount equal to such amount. The Seller indemnifies and holds the Issuing Entity, the Trustee (or its custodian, as applicable), the Purchaser, the Servicer, each Certificateholder and the Class A Certificate Insurer harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Issuing Entity, the Trustee (or its custodian, as applicable), the Purchaser, the Servicer and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 7, to the extent that any such action causes (i) any federal or state tax to be imposed on the Issuing Entity or any REMIC provided for in the Pooling and Servicing Agreement, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup day" under Section 860G(d)(1) of the Code, or (ii) any REMIC created in the Pooling and Servicing Agreement to fail to qualify as a REMIC at any time that any Certificate is outstanding. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Seller, at its own expense and without any right of reimbursement, shall 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 System in accordance with MERS' rules and regulations. Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Subsections 7.01 or 7.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or Class A Certificate Insurer or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with the relevant provisions of this Agreement.

Mortgage Loan. In Upon any such substitution and the event deposit to the Repurchase Price is Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the Custodial Accountfollowing paragraph, the Seller shall, simultaneously with such deposit, give written notice Co-Trustee shall release to the Purchaser that Representing Party the Mortgage File relating to such deposit has taken place. Upon such repurchase the Final Deleted Mortgage Loan Schedule and held for the benefit of the Certificateholders and shall execute and deliver at the Master Servicer's direction such instruments of transfer or assignment as have been prepared by the Master Servicer, in each case without recourse, as shall be amended necessary to reflect vest in the withdrawal of applicable Seller, or its respective designee, title to the repurchased Mortgage Loan from this Agreement. As to Trustee's interest in any Deleted Mortgage Loan substituted for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering pursuant to the Purchaser for such Qualified Substitute Mortgage Loan or Loans the Mortgage Loan Documents with the Mortgage Note endorsed as required herein. The Seller shall deposit in the Custodial Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. The Seller shall give written notice to the Purchaser that such substitution has taken place and shall amend the Final Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Subsections 7.01 and 7.02Section 2.03. For any month in which the any Seller substitutes one or more Qualified Substitute Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Seller Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Replacement Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of scheduled the principal payments portion of the Scheduled Payment due in the month of substitution)) of all such Deleted Mortgage Loans. Accordingly, on the date of such substitution, the Seller will deposit from its own funds into the Custodial Account an An amount equal to the aggregate of the deficiencies described in the preceding sentence (such amount. The Seller indemnifies and holds the Issuing Entity, the Trustee ("Substitution Adjustment Amount") shall be forwarded by the applicable Seller to the Master Servicer and deposited by the Master Servicer into the Certificate Account not later than the Determination Date for the Distribution Date relating to the Prepayment Period during which the related Mortgage Loan became required to be purchased or its custodian, as applicable)replaced hereunder. In the event that a Seller shall have repurchased a Mortgage Loan, the PurchaserPurchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on the Determination Date for the Distribution Date in the month following the month during which such Seller became obligated to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price, the Servicerdelivery of the Opinion of Counsel required by Section 2.05, each Certificateholder if any, and the Class A Certificate Insurer harmless against any and all taxesreceipt of a Request for File Release, claims, losses, penalties, fines, forfeitures, reasonable legal fees and the Co-Trustee shall release the related costs, judgmentsMortgage File held for the benefit of the Certificateholders to such Seller, and any other costs, fees and expenses that the Issuing Entity, the Trustee (or its custodian, as applicable), the Purchaser, the Servicer and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 7, to the extent that any such action causes (i) any federal or state tax to be imposed on the Issuing Entity or any REMIC provided for in the Pooling and Servicing Agreement, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup day" under Section 860G(d)(1) of the Code, or (ii) any REMIC created in the Pooling and Servicing Agreement to fail to qualify as a REMIC at any time that any Certificate is outstanding. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an at such Person's direction the related instruments of transfer or assignment prepared by such Seller, in each case without recourse, as shall be necessary to transfer title from the Trustee for the benefit of the Mortgage in recordable form to Certificateholders and transfer the Mortgage from MERS Trustee's interest to the such Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS' rules and regulations. Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Subsections 7.01 or 7.02 shall accrue as to any Mortgage Loan upon (i) discovery purchased pursuant to this Section 2.03. It is understood and agreed that the obligation under this Agreement of such breach by the Purchaser Sellers to cure, repurchase or Class A Certificate Insurer or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such breach or repurchase such replace any Mortgage Loan as specified aboveto which a breach has occurred and is continuing shall constitute the sole remedy against the Sellers respecting such breach available to Certificateholders, and (iii) demand upon the Seller by Depositor or the Purchaser for compliance with the relevant provisions of this AgreementTrustee.

Mortgage Loan. In (a) Lender has made the event the Repurchase Price is deposited Term Loan (as defined in the Custodial AccountPrior Credit Agreement) to FAAC under the Prior Credit Agreement. As of the Closing Date, the Seller shall, simultaneously with outstanding principal amount of such deposit, give written notice to the Purchaser that such deposit has taken placeTerm Loan is $1,003,750.07. Upon the effectiveness of this Agreement, such repurchase the Final Mortgage Term Loan Schedule shall be amended deemed a fully-disbursed loan by Lender to reflect FAAC (the withdrawal of the repurchased "Mortgage Loan from Loan") outstanding under, and governed by, this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser for such Qualified Substitute Mortgage Loan or Loans No part of the Mortgage Loan Documents with may, on the repayment thereof, be redrawn or reborrowed by Borrowers. The entire unpaid principal balance of, and accrued interest on, the Mortgage Loan, if not sooner repaid, will be due and payable on the Mortgage Loan Maturity Date. (b) FAAC shall execute and deliver to Lender a Mortgage Loan Promissory Note endorsed in the form of Exhibit 2.2 (the "Mortgage Loan Note") in the principal amount of $1,003,750.07, and bearing interest at such rates, and payable upon such terms, as required hereinspecified in the Mortgage Loan Note. The Seller Mortgage Loan Note shall deposit be given in replacement of, but not in extinguishment of the indebtedness evidenced by, the Term Loan Note (as defined in the Custodial Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitutionPrior Credit Agreement), and the Seller Mortgage Loan Note shall thereafter not be entitled to retain all amounts subsequently received by the Seller in respect a novation of such Deleted Mortgage LoanTerm Loan Note. All interest evidenced by such Term Loan Note shall continue to be due and payable until paid. The Seller shall give written notice to provisions of the Purchaser that such substitution has taken place and shall amend the Final Mortgage Loan Schedule Note shall be effective upon the effectiveness of this Agreement. Subject to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to Note, FAAC may prepay the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan in whole or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Subsections 7.01 and 7.02. For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Seller will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). Accordingly, on the date of such substitution, the Seller will deposit from its own funds into the Custodial Account an amount equal to such amount. The Seller indemnifies and holds the Issuing Entity, the Trustee (or its custodian, as applicable), the Purchaser, the Servicer, each Certificateholder and the Class A Certificate Insurer harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Issuing Entity, the Trustee (or its custodian, as applicable), the Purchaser, the Servicer and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 7, to the extent that any such action causes (i) any federal or state tax to be imposed on the Issuing Entity or any REMIC provided for in the Pooling and Servicing Agreement, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup day" under Section 860G(d)(1) of the Code, or (ii) any REMIC created in the Pooling and Servicing Agreement to fail to qualify as a REMIC part at any time that any Certificate is outstandingtime. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment Any prepayment of the Mortgage in recordable form Loan will be applied to transfer the last to mature of the monthly payments required under the Mortgage from MERS to Loan Note. No partial prepayment will change the Seller and shall cause such Mortgage to be removed from registration on due dates or the MERS System in accordance with MERS' rules and regulations. Any cause of action against the Seller relating to or arising out amount of the breach of any representations and warranties made in Subsections 7.01 or 7.02 shall accrue as to any monthly principal payments otherwise required by the Mortgage Loan upon (i) discovery of such breach by the Purchaser or Class A Certificate Insurer or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with the relevant provisions of this AgreementNote.

Mortgage Loan. In the event the Repurchase Price is deposited in the Custodial Account, the Seller shall, simultaneously with such deposit, The Depositor shall give or cause to be given written notice to the Purchaser that such deposit has taken place. Upon such repurchase the Final Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser for such Qualified Substitute Mortgage Loan or Loans the Mortgage Loan Documents with the Mortgage Note endorsed as required herein. The Seller shall deposit in the Custodial Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. The Seller shall give written notice to the Purchaser Certificateholders that such substitution has taken place and place, shall amend the Final Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage LoanLoan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee and the Master Servicer. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute related Mortgage Loan or Loans, as of the date of substitution, the covenants, Purchase Agreement including all applicable representations and warranties set forth thereof included herein or in Subsections 7.01 and 7.02the applicable Mortgage Loan Purchase Agreement. For any month in which the Seller or the related Originator, as applicable, substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Seller Master Servicer will determine the amount (the "Substitution Shortfall Amount"), if any) , by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans (after application exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of scheduled principal payments due in the month date of substitution), together with one month's interest on such Scheduled Principal Balance at the applicable Net Mortgage Rate, plus all outstanding P&I Advances and Servicing Advances (including Nonrecoverable P&I Advances and Nonrecoverable Servicing Advances) related thereto. Accordingly, on On the date of such substitution, the Seller or the related Originator, as applicable, will deliver or cause to be delivered to the Master Servicer for deposit from its own funds into in the Custodial Master Servicer Collection Account an amount equal to such amount. The Seller indemnifies the Substitution Shortfall Amount, if any, and holds the Issuing Entity, the Trustee (or its custodianthe applicable Custodian on behalf of the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the Master Servicer of such deposit, shall release to the Seller or the related Originator, as applicable), the Purchaser, the Servicer, each Certificateholder related Mortgage File or Files and the Class A Certificate Insurer harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that Trustee or the Issuing Entity, Custodian on behalf of the Trustee (shall execute and deliver such instruments of transfer or its custodianassignment, in each case without recourse, as the Seller or the related Originator, as applicable), shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the PurchaserSeller or the related Originator, the Servicer as applicable, shall obtain at its own expense and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 7, deliver to the extent Trustee an Opinion of Counsel to the effect that any such action causes substitution will not cause (ia) any federal or state tax to be imposed on the Issuing Entity or any REMIC provided for in the Pooling and Servicing AgreementTrust REMIC, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup daydate" under Section 860G(d)(1) of the Code, or (iib) any Trust REMIC created in the Pooling and Servicing Agreement to fail to qualify as a REMIC at any time that any Certificate is outstanding. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Seller, at its own expense and without any right of reimbursement, shall 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 System in accordance with MERS' rules and regulations. Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Subsections 7.01 or 7.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or Class A Certificate Insurer or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with the relevant provisions of this Agreement.