Common use of Purchaser’s Repurchase and Indemnification Obligations Clause in Contracts

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Seller of notice from Xxxxxx Mae, Xxxxxxx Mac, a Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac Mac, the trustee or the trusteesuch third party purchaser, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer, the Company Seller shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the trustee or the third party purchaser, or the trustee purchaser related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, the trustee or the trusteeother such third party purchaser. The Purchaser shall repurchase from the Company Seller any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer with respect to which the Company Seller has been required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Mae, Xxxxxxx Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the CompanySeller's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company Seller shall equal that repurchase price paid by the Company Seller to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company Seller in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a the trustee or the third party purchaser or the trusteepurchaser, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a the trustee or other relevant third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company Seller and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseClosing Date.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx MaeXxx, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseClosing Date.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fxxxxx Mae, Xxxxxxx Mac, a third party purchaser Fxxxxxx Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseClosing Date.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Seller of notice from Xxxxxx Mae, Xxxxxxx Mac, a Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac Mac, the trustee or the trusteesuch third party purchaser, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, Transfer or to a trustee pursuant to a Securitization Transaction or to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company Seller shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the trustee or the third party purchaser, or the trustee purchaser related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, the trustee or the trusteeother such third party purchaser. The Purchaser shall repurchase from the Company Seller any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, Transfer or to a trustee pursuant to a Securitization Transaction or to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company Seller has been required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Mae, Xxxxxxx Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or Seller’s obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company Seller shall equal that repurchase price paid by the Company Seller to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company Seller in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a the trustee or the third party purchaser or the trusteepurchaser, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a the trustee or other relevant third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company Seller and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fxxxxx Mae, Xxxxxxx Mac, a third party purchaser Fxxxxxx Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseAgreement.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx MaeXxx, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseAgreement.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Seller of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company Seller shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company Seller any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company Seller has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the CompanySeller's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company Seller shall equal that repurchase price paid by the Company Seller to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company Seller in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company Seller and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseAgreement.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Purchaser of notice from Xxxxxx MaeXxx, Xxxxxxx Mac, a Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac Mac, the trustee or the trustee, third party purchaser as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts Transfer or to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the a third party purchaser, or the trustee related purchaser pursuant to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trusteea Whole Loan Transfer. The Purchaser shall repurchase from the Company pool any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer with respect to which the Company Purchaser has been required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Mae, Xxxxxxx Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid required by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a the trustee or the third party purchaser or the trusteepurchaser, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a the trustee or other relevant third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreementits servicing records accordingly. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseAgreement.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Servicer of notice from Xxxxxx Mae, Xxxxxxx Mac, a Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac Mac, the trustee or the trusteesuch third party purchaser, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer, the Company Servicer shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts Best Efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the trustee or the third party purchaser, or the trustee purchaser related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, the trustee or the trusteeother such third party purchaser, as applicable. The Purchaser shall repurchase from the Company Servicer any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer with respect to which the Company Servicer has been required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party purchaser or the trustee purchaser, as applicable, to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a the trustee or any third party purchaser or the trustee purchaser, as applicable, in any Reconstitution Agreement and not due to a breach of the Company's representations or Servicer’s obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company Servicer shall equal that repurchase price paid by the Company Servicer to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser purchaser, as applicable, plus all reasonable costs and expenses borne by the Company Servicer in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a the trustee or the third party purchaser or the trusteepurchaser, as applicable, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company Servicer shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a the trustee or other relevant third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company Servicer shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company Servicer and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Seller of notice from Xxxxxx Mae, Xxxxxxx Mac, a Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, trustee as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through TransferSecuritization Transaction, the Company Seller shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, Mac or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, Mac or the trustee. The Purchaser shall repurchase from the Company Seller any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer Securitization Transaction with respect to which the Company Seller has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser Mac or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser Mac or the trustee in any Reconstitution Agreement and not due to a breach of the Company's Seller’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company Seller shall equal that repurchase price paid by the Company Seller to Xxxxxx Mae, Xxxxxxx Mac, or into the third party purchaser or the third party purchaser Securitization Transaction plus all reasonable costs and expenses borne by the Company Seller in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser Mac or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser Mac or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company Seller and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan hereby acknowledge and agree that the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made by the Seller as of the date related Closing Date with respect to such repurchase Mortgage Loan shall remain in full force and effect solely as of such repurchasethe related Closing Date.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Purchaser of notice from Xxxxxx MaeFxxxxx Mxx, Xxxxxxx Mac, a Fxxxxxx Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fxxxxx Mae, Xxxxxxx Mac Fxxxxxx Mac, the trustee or the trustee, third party purchaser as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer. The Purchaser shall repurchase from the pool any Mortgage Loan transferred to Fxxxxx Mae or Fxxxxxx Mac pursuant to an Agency Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer with respect to which the Company Purchaser has been required by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the trustee or such third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid required by the Company to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a the trustee or the third party purchaser or the trusteepurchaser, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a the trustee or other relevant third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreementits servicing records accordingly. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseAgreement.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx MaeFNMA, Xxxxxxx Mac, a third party purchaser FHLMC or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx MaeFNMA, Xxxxxxx Mac FHLMC or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae FNMA or Xxxxxxx Mac FHLMC pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx MaeFNMA, Xxxxxxx Mac, the third party purchaserFHLMC, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae FNMA or Xxxxxxx Mac FHLMC pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach Breach of the Company's representations or obligations thereunder or pursuant to this Agreementthereunder. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said such breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Seller of notice from Xxxxxx Mae, Xxxxxxx Mac, a Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac Mac, the trustee or the trustee, third party purchaser as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer, the Company Seller shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the trustee or the third party purchaser, or the trustee purchaser related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, the trustee or the trusteeother such third party purchaser. The Purchaser shall repurchase from the Company Seller any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer with respect to which the Company Seller has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Mae, Xxxxxxx Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's Seller’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company Seller shall equal that repurchase price paid by the Company Seller to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company Seller in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a the trustee or the third party purchaser or the trusteepurchaser, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a the trustee or other relevant third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fannie Mae, Xxxxxxx Mac, a third party purchaser Freddie Mac or the trustee of a breach of any Purchaser representation reprexxxxxxion or warranty xxxxxxty contained in any Reconstitution Agreement or a request by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac or the trustee, as the case may be, for the repurchase repurxxxxx of any Mortgage Xxxxxxge Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant xxxxxxnt to a PassXxxx-Through Xxrough Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage txx xxxated Mxxxxxxx Loans transferred to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant xxxxxxnt to a PassXxxx-Through Xxrough Transfer with respect to which the Company has been required by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or x xxxxesentaxxxx xx warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not axx xxx due to a breach tx x xxxach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the third party purchaser plus all reasonable costs xxxxx and expenses exxxxxxx borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary rxxxxxxble anx xxxxxsary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Mxxxxxxe Loan pursuant xxxxxxnt to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Seller of notice from Xxxxxx Mae, Xxxxxxx Mac, a Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac Mac, the trustee or the trustee, third party purchaser as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer, the Company Seller shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the trustee or the third party purchaser, or the trustee purchaser related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, the trustee or the trusteeother such third party purchaser. The Purchaser shall repurchase from the Company Seller any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer with respect to which the Company Seller has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Mae, Xxxxxxx Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the CompanySeller's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company Seller shall equal that repurchase price paid by the Company Seller to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company Seller in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a the trustee or the third party purchaser or the trusteepurchaser, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a the trustee or other relevant third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx MaeXxx, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx MaeXxx, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseClosing Date.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Seller of notice from Xxxxxx Mae, Xxxxxxx Mac, a Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac Mac, the trustee or the trusteesuch third party purchaser, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer, the Company Seller shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the trustee or the third party purchaser, or the trustee purchaser related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, the trustee or the trusteeother such third party purchaser. The Purchaser shall repurchase from the Company Seller any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer with respect to which the Company Seller has been required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Mae, Xxxxxxx Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or Seller’s obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company Seller shall equal that repurchase price paid by the Company Seller to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company Seller in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a the trustee or the third party purchaser or the trusteepurchaser, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a the trustee or other relevant third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company Seller and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx MaeXxx, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the -63- repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseClosing Date.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Seller of notice from Xxxxxx Fannie Mae, Xxxxxxx Mac, a Freddie Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation xx xxx Purchxxxx xxpresentation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fannie Mae, Xxxxxxx Mac Freddie Mac, the trustee or the trusteesuch third party purchaser, as the case txx xxxe may bexx, for xxx the repurchase of any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, Transfer or to a trustee xxxxxant to a Xxxx-Xhrough Transfer or to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company Seller shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or the third party purchaser, or the trustee related to such deficiencies purchaser relatex xx xuch dexxxxxxxies of the related Mortgage Loans transferred to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or the trusteeother such third party purchaser. The Purchaser shall repurchase from the Company Seller any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, Transfer or to a trustee xxxxxant to a Xxxx-Xhrough Transfer or to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company Seller has been required by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party purchaser or the trustee to repurchase rexxxxxxse due to a breach xx x xreach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement Xxxxxstitutxxx Xxxeement and not due to a breach of the CompanySeller's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company Seller shall equal that repurchase price paid by the Company Seller to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the third party purchaser plus all reasonable costs reasonablx xxxxs and expenses xxxxxxxs borne by the Company Seller in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a the trustee or the third party purchaser or the trusteepurchaser, includingincluxxxx, but not limited nox xxxxxed to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a the trustee or other relevant third party purchaser or the trustee with respect to purchxxxx xith rexxxxx xo the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company Seller and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fannie Mae, Xxxxxxx Mac, a third party purchaser or the Xxxxxix Xac xx xxx trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fannie Mae, Xxxxxxx Xxxxxie Mac or the xx xxx trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx xx Xxxddie Mac pursuant xxxxxxnt to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fannie Mae, Xxxxxxx Xxxxxie Mac, the third party purchaser, or the xx xxe trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Fannie Mae, Xxxxxxx Xxxxxie Mac, or the xx xxe trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx xx Xxxddie Mac pursuant xxxxxxnt to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fannie Mae, Xxxxxxx Xxxxxie Mac, the third party purchaser or the xx xxe trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fannie Mae, Xxxxxxx Xxxxxie Mac, a third party purchaser or the xx xxe trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fannie Mae, Xxxxxxx Xxxxxie Mac, the third party purchaser or the xx xxe third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fannie Mae, Xxxxxxx Xxxxxie Mac, a third party purchaser or the xx xxe trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fannie Mae, Xxxxxxx Xxxxxie Mac, a third party purchaser or the xx xxe trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseClosing Date.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fannie Mae, Xxxxxxx Mac, a third party purchaser Freddie Mac or the trustee of a breach of any Purchaser representation or warranty represxxxxxxox xr xxxxxxxy contained in any Reconstitution Agreement or a request by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac or the trustee, as the case may be, for the repurchase of repurcxxxx xf any Mortgage Xxxxxxxe Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant pxxxxxxt to a PassPxxx-Through Xxxough Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage thx xxxxted Moxxxxxx Loans transferred to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, or the trustee. The Purchaser shall repurchase from xxxxx repurcxxxx xxom the Company any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant pxxxxxxt to a PassPxxx-Through Xxxough Transfer with respect to which the Company has been required by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or xxxxxsentatxxx xx warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not anx xxx due to a breach x xxxxch of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the third party purchaser plus all reasonable costs xxxxx and expenses exxxxxxx borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee, including, but not limited to, reasonable rexxxxxxle and necessary xxxxxxary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Moxxxxxx Loan pursuant xxxxxxxt to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseClosing Date.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee of a breach xxxxxh of any Purchaser axx Xxxxhaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac or the trustee, as the case may be, for the repurchase of xxx xepurchxxx xx any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant thirx xxxxy purchaxxx xxrsuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser, or the trustee related xxxxxxd to such deficiencies sxxx xxxiciencies of the related Mortgage Loans transferred to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, or the trustee. The Purchaser shall repurchase from xxxxrchase xxxx the Company any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant thirx xxxxy purchaxxx xxxsuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the trustee truxxxx to repurchase due repurxxxxx xue to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the third party purchaser plus all xxxxhaser xxxx xxl reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee, includingxxxxxxing, but not bxx xxx limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee with respect to the repurchased wxxx xxspect tx xxx xepurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx MaeXxx, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseAgreement.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fannie Mae, Xxxxxxx MacFreddxx Xxx, a third party thxxx xxxty purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fannie Mae, Xxxxxxx Mac Freddxx Xxx or the trusteethx xxxxxee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Mac pursuant to Frexxxx Xac pursuxxx xx an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fannie Mae, Xxxxxxx MacFreddxx Xxx, the third party xxxxx xarty purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Fannie Mae, Xxxxxxx MacFreddxx Xxx, or the trusteetxx xxxxtee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Mac pursuant to Frexxxx Xac pursuxxx xx an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fannie Mae, Xxxxxxx MacFreddxx Xxx, the third party xxxxx xarty purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fannie Mae, Xxxxxxx MacFreddxx Xxx, a third party thxxx xxxty purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fannie Mae, Xxxxxxx MacFreddxx Xxx, the third party xxxxx xarty purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fannie Mae, Xxxxxxx MacFreddxx Xxx, a third party thxxx xxxty purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fannie Mae, Xxxxxxx MacFreddxx Xxx, a third party thxxx xxxty purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related - 52 - Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseAgreement.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseAgreement.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fxxxxx Mae, Xxxxxxx Mac, a third party purchaser Fxxxxxx Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx MaeXxx, Xxxxxxx Mac, a Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac Mac, the trustee or the trustee, third party purchaser as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, Transfer or to a trustee pursuant to a Securitization Transaction or to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the trustee or the third party purchaser, or the trustee purchaser related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, the trustee or the trusteeother such third party purchaser. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, Transfer or to a trustee pursuant to a Securitization Transaction or to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Mae, Xxxxxxx Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a the trustee or the third party purchaser or the trusteepurchaser, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a the trustee or other relevant third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx MaeFanxxx Xxe, Xxxxxxx MacFrexxxx Xxc, a third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx MaeFanxxx Xxe, Xxxxxxx Mac Frexxxx Xxc or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae Fanxxx Xxe or Xxxxxxx Mac Frexxxx Xxc pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx MaeFanxxx Xxe, Xxxxxxx MacFrexxxx Xxc, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx MaeFanxxx Xxe, Xxxxxxx MacFrexxxx Xxc, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae Fanxxx Xxe or Xxxxxxx Mac Frexxxx Xxc pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx MaeFanxxx Xxe, Xxxxxxx MacFrexxxx Xxc, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx MaeFanxxx Xxe, Xxxxxxx MacFrexxxx Xxc, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx MaeFanxxx Xxe, Xxxxxxx MacFrexxxx Xxc, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx MaeFanxxx Xxe, Xxxxxxx MacFrexxxx Xxc, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx MaeFanxxx Xxe, Xxxxxxx MacFrexxxx Xxc, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee of a breach Breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, trustee for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac a trustee pursuant to an Agency Transfer, a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts Best Efforts to cure and correct any such breach Breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the trustee or the third party purchaser, or the trustee purchaser related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, the trustee or the trusteeother such third party purchaser. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac a trustee pursuant to an Agency Transfer, a Pass-Through Transfer or to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party purchaser or the trustee to repurchase due to a breach Breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach Breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a the trustee or the third party purchaser or the trusteepurchaser, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a the trustee or other relevant third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fannie Mae, Xxxxxxx Mac, a Freddie Mac or other such third party purchaser or the trustee of a breach of any Purchaser representation xx xxx Purchxxxx xxpresentation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fannie Mae, Xxxxxxx Mac Freddie Mac, the trustee or the trustee, third party purchaser as the case may casx xxx be, for the repurchase fox xxx xepurchase of any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, Transfer or to a trustee xxxxxant to a Xxxx-Xhrough Transfer or to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or the third party purchaser, or the trustee related to such deficiencies purchaser relatex xx xuch dexxxxxxxies of the related Mortgage Loans transferred to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or the trusteeother such third party purchaser. The Purchaser Xxx Xxxchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, Transfer or to a trustee xxxxxant to a Xxxx-Xhrough Transfer or to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party purchaser or the trustee to repurchase rexxxxxxse due to a breach xx x xreach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date related Closing Date to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a the trustee or any third party purchaser or the trustee in any Reconstitution Agreement Xxxxxstitutxxx Xxxeement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the third party purchaser plus all reasonable costs reasonablx xxxxs and expenses xxxxxxxs borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a the trustee or the third party purchaser or the trusteepurchaser, includingincluxxxx, but not limited nox xxxxxed to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a the trustee or other relevant third party purchaser or the trustee with respect to purchxxxx xith rexxxxx xo the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fannie Mae, Xxxxxxx Mac, a third party purchaser Freddie Mac or the trustee of a breach of any Purchaser representation or warranty rxxxxxxnxxxiox xx xxrranty contained in any Reconstitution Agreement or a request by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac or the trustee, as the case may be, for the repurchase rxxxxxxase of any Mortgage xxx Xxrtgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Passtrusxxx xxrsuant tx x Xxxs-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage xx xxx relatxx Xxxxgage Loans transferred to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, or the trustee. The Purchaser shall repurchase Purchxxxx xhall rxxxxxxxse from the Company any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Passtrusxxx xxrsuant tx x Xxxs-Through Transfer with respect to which the Company has been required by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation xx x represxxxxxxxn or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee in any Reconstitution Agreement and Agreemexx xxx not due to a dxx xx x breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses reasonxxxx xosts axx xxxxnses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee, including, but not limited totx, reasonable and necessary xxxsonablx xxx xecessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant repurchasxx Xxxtgage Xxxx xxrsuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseClosing Date.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company Seller of notice from Xxxxxx Fxxxxx Mae, Xxxxxxx Mac, a third party purchaser Fxxxxxx Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company Seller shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company Seller any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company Seller has been required by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the CompanySeller's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company Seller shall equal that repurchase price paid by the Company Seller to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company Seller in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company Seller and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseAgreement.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee of a breach xxxxxh of any Purchaser axx Xxxxhaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac or the trustee, as the case may be, for the repurchase of any Mortgage xxxxxxhase ox xxx Xortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant xxxxx purchasxx xxxxuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser, or the trustee related rxxxxxx to such deficiencies suxx xxxxciencies of the related Mortgage Loans transferred to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, or the trustee. The Purchaser Purcxxxxx shall repurchase xxxxxxxase from the Company any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant xxxxx purchasxx xxxxuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the trustee to repurchase due to xxxxxchase xxx xx a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the third party purchaser plus all partx xxxxhaser xxxx xxl reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee, includingincxxxxxx, but not limited xxx xxxited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee with respect xxxxxct to the repurchased xxx xxxurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx MaeFNMA, Xxxxxxx Mac, a third party purchaser FHLMC or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx MaeFNMA, Xxxxxxx Mac FHLMC or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae FNMA or Xxxxxxx Mac FHLMC pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Pass- Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx MaeFNMA, Xxxxxxx Mac, the third party purchaserFHLMC, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae FNMA or Xxxxxxx Mac FHLMC pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx MaeFNMA, Xxxxxxx MacFHLMC, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser Mac or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchaseClosing Date.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee of a breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac or the trustee, as the case may be, for the repurchase of any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, or the trustee. The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee in any Reconstitution Agreement and not due to a breach of the Company's ’s representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the third party purchaser or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee, including, but not limited to, reasonable and necessary attorneys' ’ fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's ’s instructions and the delivery to the Custodian of any documents held by Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, a third party purchaser or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.

Purchaser’s Repurchase and Indemnification Obligations. Upon receipt by the Company of notice from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee of a breach of breaxx xx any Purchaser Puxxxxxxx representation or warranty contained in any Reconstitution Agreement or a request by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac or the trustee, as the case may be, for the repurchase repurxxxxx of any Mortgage Xxxxxxge Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant partx xxxxhaser puxxxxxx to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser, or the trustee related to such deficiencies relatex xx xuch dexxxxxxxies of the related Mortgage Loans transferred to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, or the trustee. The Purchaser shall repurchase from xxxxx repurxxxxx xrom the Company any Mortgage Loan transferred to Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac pursuant to an Agency Transfer, to a third party purchaser pursuant partx xxxxhaser puxxxxxx to a Whole Loan Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the trustee to repurchase repuxxxxxx due to a breach tx x xxxach of a representation or warranty made by the Purchaser with respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee in any Reconstitution Agreement Rexxxxxxtution Xxxxxxent and not due to a breach of the Company's representations or obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the third party purchaser or the third party purchaser purxxxxxx plus all reasonable xxx xxxsonable costs and expenses borne by the Company in connection with the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage Loan from Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee, includingincludinx, but xxx not limited lxxxxxx to, reasonable and necessary attorneys' fees. At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, a third party purchaser or the trustee with respect to respxxx xx the repurchased rxxxxxxxsed Mortgage Loan pursuant to the related Reconstitution Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such repurchase.