Common use of Purchase and Substitution Clause in Contracts

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive transfer of the Mortgage Loans and delivery of the Certificates hereunder. Upon discovery by any Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the Trustee, or the Certificateholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, in the manner and at the price specified in Section 2.06(b), or by causing the applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment of the Substitution Adjustment, if any, to be deposited in the Principal and Interest Account. In addition, the Servicer shall notify the Custodian, the Trustee and the Insurer upon any Mortgage Loan becoming an Unpaid

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive transfer of the Mortgage Loans and delivery of the Certificates hereunder. Upon discovery by any Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the Trustee, or the Certificateholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, in the manner and at the price specified in Section 2.06(b), or by causing the applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment of the Substitution Adjustment, if any, to be deposited in the Principal and Interest Account. In addition, the Servicer shall notify the Custodian, the Trustee and the Insurer upon any Mortgage Loan becoming an Unpaid.

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive transfer of the Mortgage Loans and delivery of the Certificates hereunder. Upon discovery by any Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the Trustee, or the Certificateholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, in the manner and at the price specified in Section 2.06(b), or by causing the applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment of the Substitution Adjustment, if any, to be deposited in the Principal and Interest Account. In additionAs to any Deleted Mortgage Loan for which a Qualified Substitute Mortgage Loan or Loans is substituted, the Servicer shall notify effect such substitution by delivering to the CustodianTrustee a certification in the form attached hereto as Exhibit J, executed by a Servicing Officer and delivering to the Trustee (or the Custodian on behalf of the Trustee, with a copy of such certification to the Trustee) a copy of such certification, the documents constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans and a trust receipt of the Custodian as to the Substitute Mortgage Loan or Loans. The Servicer shall deposit in the Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution; provided, however, that any amounts received after the date of substitution in respect of interest accrued on or prior to the date of substitution on such Qualified Substitute Mortgage Loan will constitute the property of the related Depositor or Originator, as the case may be. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Servicer on behalf of the related Depositor or related Originator, as the case may be. The Trustee will own, for the benefit of the Certificateholders, all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Servicer on behalf of the Depositors or Originator, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Trustee, the Representative and the Certificate Insurer upon any that such substitution has taken place and shall amend the Mortgage Loan becoming an UnpaidSchedule 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

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to the related Group shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates hereunderto the Certificateholders. Upon discovery by any Depositorthe Seller, the Servicer, any Subservicer, any the Custodian, a Responsible Officer of the Trustee Indenture Trustee, the Note Insurer or any Noteholders or the Certificate Insurer Certificateholder of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the Trustee, or the CertificateholdersSecurityholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer, Note Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Depositors' Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within The Seller shall either (a) within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure, or cause the applicable Depositor or the applicable Originator to cure, cure such breach in all material respects, or (b) purchaseon the Determination Date next succeeding the end of the 60 day period described in clause (a), or cause the applicable Depositor or applicable Originator to purchase, either (1) purchase such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Determination DateLoan, in the manner and at the price specified in Section 2.06(b), 2.05(b) above or by causing (2) remove such Mortgage Loan from the applicable Depositor or the applicable Originator to substitute, Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall notify effect such substitution by delivering to the CustodianIndenture Trustee a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in the related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer upon that such substitution has taken place and shall amend the related 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. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. 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 Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan becoming an Unpaidupon (i) discovery of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement.

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive transfer of the Mortgage Loans and delivery of the Certificates hereunder. Upon discovery by any Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the Trustee, or the Certificateholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, in the manner and at the price specified in Section 2.06(b), or by causing the applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment of the Substitution Adjustment, if any, to be deposited in the Principal and Interest Account. In additionAs to any Deleted Mortgage Loan for which a Qualified Substitute Mortgage Loan or Loans is substituted, the Servicer shall notify effect such substitution by delivering to the CustodianTrustee a certification in the form attached hereto as Exhibit J, executed by a Servicing Officer and delivering to the Trustee (or the Custodian on behalf of the Trustee, with a copy of such certification to the Trustee) a copy of such certification, the Trustee and documents constituting the Insurer upon any Mortgage File for such Qualified Substitute Mortgage Loan becoming an Unpaidor Loans and a trust receipt of the Custodian as to the Substitute Mortgage Loan or Loans.

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive transfer of the Mortgage Loans and delivery of the Certificates hereunder. Upon discovery by any Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the Trustee, or the Certificateholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, in the manner and at the price specified in Section 2.06(b), or by causing the applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment of the Substitution Adjustment, if any, to be deposited in the Principal and Interest Account. In additionAs to any Deleted Mortgage Loan for which a Qualified Substitute Mortgage Loan or Loans is substituted, the Servicer shall notify effect such substitution by delivering to the CustodianTrustee or the Custodian on behalf of the Trustee, a certification in the form of Exhibit B attached to the Custodial Agreement, executed by a Servicing Officer and delivering to the Trustee (or the Custodian on behalf of the Trustee, with a copy of such certification to the Trustee) a copy of such certification, the Trustee and documents constituting the Insurer upon any Mortgage File for such Qualified Substitute Mortgage Loan becoming an Unpaidor Loans and a trust receipt of the Custodian as to the Substitute Mortgage Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01 3.03 and 3.02 3.04, shall survive transfer the conveyance of the Mortgage Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates hereunderSecurities to the Securityholders. Upon discovery by any Depositorthe Seller, the Servicer, any Subservicerthe Transferor, any the Custodian, a Responsible Officer of the Trustee Issuer, the Indenture Trustee, the Securities Insurer or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage the Home Loans or the interest of the Trustee, Securityholders or the CertificateholdersSecurities Insurer, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer, Securityholders or the Certificateholders Securities Insurer in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the Depositors' Transferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within The Transferor shall within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure, or cause the applicable Depositor or the applicable Originator to cure, cure such breach in all material respects. If, however, within 60 days after the notice to the Transferor respecting such breach the Transferor has not remedied the breach and the breach materially and adversely affects the interests of the Securityholders or the Securities Insurer generally or in the related Home Loan (b) purchasethe "Defective Home Loan"), or the Seller shall cause the applicable Depositor Transferor on or applicable Originator to purchase, such Mortgage Loan by depositing in before the Principal and Interest Account, on the Determination Date next succeeding Determination Date, the end of such 60 day period either (i) to remove such Defective Home Loan from the Trust (in the manner which case it shall become a Deleted Home Loan) and at the price specified in Section 2.06(b), or by causing the applicable Depositor or the applicable Originator to substitute, substitute one or more Qualified Substitute Mortgage LoansHome Loans in the manner and subject to the conditions set forth in this Section 3.05 or (ii) to purchase such Defective Home Loan at a purchase price equal to the Purchase Price (as defined below) by depositing such Purchase Price in the Collection Account. In addition, provided the Transferor shall indemnify the Trust and the Securities Insurer for any losses incurred in excess of the proceeds received from the repurchase or substitution of any such substitution Defective Home Loan. In the event the Seller or the Transferor is effected notified that any Mortgaged Property for a secured Home Loan is not later than free of damage or not in good repair, regardless of the Transferor's knowledge, the Seller shall cause the Transferor to (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such Mortgaged Property such that such Mortgaged Property is free of damage and in good repair. The Transferor shall provide the Servicer, the Securities Insurer, the Indenture Trustee and the Issuer with a certification of a Responsible Officer on the Determination Date next succeeding the end of such 60 day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in lieu of such Defective Home Loan a Qualified Substitute Home Loan. With respect to the purchase of a Defective Home Loan pursuant to this Section, the "Purchase Price" shall be equal to the Principal Balance of such Defective Home Loan as of the date of purchase, plus all accrued and unpaid interest on such Defective Home Loan to but not including the Due Date in the 56 Due Period most recently ended prior to such Determination Date computed at the applicable Home Loan Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Defective Home Loan, which is two years Purchase Price shall be deposited in the Collection Account (after deducting therefrom any amounts received in respect of such repurchased Defective Home Loan and being held in the Collection Account for future distribution to the extent such amounts represent recoveries of principal not yet applied to reduce the related Principal Balance or interest (net of the Servicing Fee) for the period from and after the Closing Due Date in the Due Period most recently ended prior to such Determination Date). Any such substitution of Home Loans pursuant to this Section 3.05(a) and Section 2.06(c) shall be accompanied by payment by the Transferor of the Substitution Adjustment, if any, to be deposited in the Principal Collection Account. For purposes of calculating the Available Collection Amount for any Distribution Date, amounts paid by the Transferor pursuant to this Section 3.05 in connection with the repurchase or substitution of any Defective Home Loan that are on deposit in the Collection Account as of the Determination Date for such Distribution Date shall be deemed to have been paid during the related Due Period and Interest shall be transferred to the Note Distribution Account to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 5.01(c) on the Determination Date for such Distribution Date. As to any Deleted Home Loan for which the Transferor substitutes a Qualified Substitute Home Loan or Loans, the Transferor shall effect such substitution by delivering to the Issuer (i) a certification executed by a Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and remitted to the Indenture Trustee for deposit into the Note Distribution Account and/or the Certificate Distribution Account, and (ii) the documents constituting the Indenture Trustee's Loan File for such Qualified Substitute Home Loan or Loans. In addition to the preceding repurchase obligations, each of the Seller and the Transferor shall have the option, exercisable in its sole discretion at any time, to repurchase, or to substitute one or more Qualified Substitute Home Loans for, any Home Loan from the Issuer in the event that such Home Loan is in foreclosure, default or imminent default; provided that any repurchase or substitution pursuant to this paragraph is conducted in the same manner as the repurchase or substitution, respectively, of a Defective Home Loan pursuant to this Section 3.05. (b) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Home Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Home Loans on or before the date of substitution will be retained by the Transferor. The Issuer will be entitled to all payments received on the Deleted Home Loan on or before the date of substitution, and the Transferor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Home Loan. The Transferor shall give written notice to the Issuer, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and the Securities Insurer that such substitution has taken place and shall amend the Home Loan Schedule to reflect (i) the removal of such Deleted Home Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Home Loan. The Transferor shall promptly deliver to the Issuer, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and the Securities Insurer a copy of the amended Home Loan Schedule. Upon such substitution, such Qualified Substitute Home Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Transferor shall be deemed to have made with 57 respect to such Qualified Substitute Home Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 3.03. On the date of such substitution, the Transferor will deposit into the Collection Account an amount equal to the related Substitution Adjustment, if any. In addition, on the Servicer shall notify the Custodiandate of such substitution, the Issuer shall cause the Indenture Trustee to release the Deleted Home Loan from the lien of the Indenture and the Issuer will cause such Qualified Substitute Home Loan to be pledged to the Indenture Trustee under the Indenture as part of the Trust Estate. (c) It is understood and agreed that the obligations of the Transferor set forth in this Section 3.05 to cure, purchase or substitute for a Defective Home Loan (and to indemnify the Trust and the Securities Insurer upon any Mortgage Loan becoming an Unpaidfor certain losses as described herein in connection with a Defective Home Loan) constitute the sole remedies of the Issuer, the Issuer, the Indenture Trustee, the Securityholders and the Securities Insurer hereunder respecting a breach of the representations and warranties contained in Sections 3.03 and 3.