Common use of Remedy for Breach of Representations and Warranties Clause in Contracts

Remedy for Breach of Representations and Warranties. In the event any representation or warranty made by Bank One pursuant to Section 5.02 above shall prove to be inaccurate or incomplete [**] as of the date when made, Bank One shall have the right (but not the obligation) to elect by written notice to FMC to be given by Bank One no later than sixty (60) days after receipt of written notice from FMC of such alleged breach to repurchase the affected EDUCATION ONE Loan or Loans no later than such 60th day for a cash purchase price equal to the outstanding principal balance thereof plus all accrued and unpaid interest, [**]. Upon receipt of said repurchase price, FMC shall, or, if applicable, shall cause the Purchaser Trust or the Servicer to, deliver the Bank One Note and the Origination Records relating thereto to Bank One, duly endorsed or assigned to Bank One or to such person as Bank One may direct, in any such case, without recourse to FMC or the Purchaser Trust. Whether or not Bank One exercises its right of repurchase, Bank One shall indemnify FMC or the Purchaser Trust pursuant to Article VIII. [**]. In the event any representation or warranty made by FMC or a Purchaser Trust pursuant to Section 5.01 above shall prove to be inaccurate or incomplete in any material and adverse respect as of the date when made, Bank One shall have the right to terminate this Agreement if the deficiency is not cured within thirty (30) days after written notice of the deficiency is given to FMC or the Purchaser Trust. Whether or not Bank One exercises its right to terminate, FMC or the Purchaser Trust shall indemnify Bank One pursuant to Article VIII.

Remedy for Breach of Representations and Warranties. In the event any representation or warranty made by Bank One Program Lender pursuant to Section 5.02 above shall prove to be inaccurate or incomplete [**] as of the date when made, Bank One Program Lender shall have the right (but not the obligation) to elect by written notice to FMC to be given by Bank One Program Lender no later than sixty (60) days after receipt of written notice from FMC of such alleged breach to repurchase the affected EDUCATION ONE Bank of America DTC Loan or Loans no later than such 60th sixtieth (60th) day for a cash purchase price equal to the outstanding principal balance thereof plus all accrued and unpaid interest, [**]. Upon receipt of said repurchase price, FMC shall, or, if applicable, shall cause the Purchaser Trust or the Servicer to, immediately deliver the Bank One of America DTC Note and the Origination Records relating thereto to Bank OneProgram Lender, duly endorsed or assigned to Bank One Program Lender or to such person as Bank One Program Lender may direct, in any such case, without recourse to FMC or the Purchaser Trust. Whether or not Bank One Program Lender exercises its right of repurchase, Bank One Program Lender shall indemnify FMC or the FMC, any Purchaser Trust and any fiduciary under the Trust Agreement pursuant to Article VIII. [**]. In VIII of this Agreement; provided, however, that if the event any representation or warranty made by FMC or a Purchaser Trust pursuant to Section 5.01 above shall prove to be inaccurate or incomplete in any material and adverse respect as breach of the date when maderepresentation and warranty is due to fraud by the obligor under the Bank of America DTC Note, Bank One (a) Program Lender shall have repurchase the right affected loan under this Section 5.04, (b) Program Lender’s liability shall be limited to terminate such repurchase (including any marketing fee and loan premium previously paid to Program Lender for the affected loan) and (c) the provisions of Article VIII of this Agreement if shall be inapplicable to the deficiency is not cured within thirty (30) days after written notice of the deficiency is given to FMC or the Purchaser Trust. Whether or not Bank One exercises its right to terminate, FMC or the Purchaser Trust shall indemnify Bank One pursuant to Article VIIIaffected loan.

Remedy for Breach of Representations and Warranties. In the event any representation or warranty made by Bank One Program Lender pursuant to Section 5.02 above shall prove to be inaccurate or incomplete [**] as of the date when made, Bank One Program Lender shall have the right (but not the obligation) to elect by written notice to FMC to be given by Bank One Program Lender no later than sixty (60) days after receipt of written notice from FMC of such alleged breach to repurchase the affected EDUCATION ONE Seasoned Loan or Loans no later than such 60th day for a cash purchase price equal to the outstanding principal balance thereof plus all accrued and unpaid interest, [**]. Upon receipt of said repurchase price, FMC shall, or, if applicable, shall cause the Purchaser Trust or the Servicer to, deliver the Bank One GATE Note and the Origination Records relating thereto to Bank OneProgram Lender, duly endorsed or assigned to Bank One Program Lender or to such person as Bank One Program Lender may direct, in any such case, without recourse to FMC or the Purchaser Trust. Whether or [**] If Program Lender shall not Bank One exercises its right of repurchaseso elect to repurchase the affected Seasoned Loans within said sixty (60) day period, Bank One then Program Lender shall indemnify FMC or FMC, the Purchaser Trust pursuant and any fiduciary under the Trust Agreement from any and all loss, cost, damage and expense, including reasonable attorneys' fees and legal expenses and sums paid, liabilities incurred or expenses paid or incurred in connection with settling claims, counterclaims, defenses, suits or judgments or obtaining or attempting to Article VIII. [**]. In the event obtain release from liability, in any representation or warranty made such case by reason of any alleged breach specified in such written notice given by FMC or a Purchaser Trust pursuant to Section 5.01 above shall prove to be inaccurate or incomplete in any material and adverse respect as of the date when made, Bank One shall have the right to terminate this Agreement if the deficiency is not cured within thirty (30) days after written notice of the deficiency is given to FMC or the Purchaser Trust. Whether or not Bank One exercises its right to terminate, FMC or the Purchaser Trust shall indemnify Bank One pursuant to Article VIIIProgram Lender.

Remedy for Breach of Representations and Warranties. (a) In the event that (i) any representation or warranty made by Bank One pursuant to Seller in Section 5.02 above 4.02 or Section 4.03 of this Agreement shall prove to be inaccurate have been false, misleading or incomplete [**] as incorrect on the date of this Agreement or on the Purchase Date, (ii) any Loan becomes subject to a formal judicial proceeding or lawsuit filed by a borrower and/or cosigner, if any, or a third party, with respect to such Loan if the proceeding or suit is based upon the acts or omissions of Seller or its agents or Affiliates arising prior to the Purchase Date or (iii) any Loan made to a borrower who was not of the date when madeage of majority at the time the Loan was made and who has not otherwise ratified the Loan after its disbursement, Bank One shall have and with respect to which a request has been or is received to release a cosigner consistent with the right (but not Loan Program or Program Guidelines and a claim is made that the obligation) to elect by written notice to FMC to be given by Bank One no later than sixty (60) days after Loan is unenforceable because of the lack of contractual capacity of a minor, Seller shall, upon receipt of written notice from FMC of Purchaser (which notice shall identify the Loan(s) and the basis for repurchase), repurchase such alleged breach to repurchase the affected EDUCATION ONE Loan or Loans no later than such 60th day from Purchaser for a cash purchase price equal to the outstanding principal balance thereof plus all accrued and unpaid interest, [**]Loan Repurchase Consideration. Upon receipt of said repurchase price, FMC shall, orNotwithstanding the foregoing, if applicablethe sole basis for repurchase is identity theft, shall cause fraud or forgery on the Purchaser Trust or the Servicer topart of an Eligible Borrower, deliver the Bank One Note and the Origination Records relating thereto to Bank One, duly endorsed or assigned to Bank One or to such person as Bank One may direct, in any such case, without recourse to FMC or the Purchaser Trust. Whether or not Bank One exercises its right of repurchase, Bank One shall indemnify FMC or the Purchaser Trust pursuant to Article VIII. [**]. In the event any no representation or warranty made by FMC Seller in Section 4.03 with respect to such Loan shall be deemed false, misleading or incorrect on the date of this Agreement or on the Purchase Date unless and until (A) for those Loans having a claim of identity theft, fraud or forgery being brought by an Eligible Borrower, Purchaser Trust pursuant shall obtain and deliver to Section 5.01 above shall prove to be inaccurate or incomplete Seller an affidavit in any material substantially the form attached hereto as Exhibit C (the “Fraud Affidavit”) that has been duly completed and adverse respect as executed by an Eligible Borrower(s) of the date when made, Bank One shall have Loan and (B) the right to terminate this Agreement if the deficiency is not cured within thirty (30) Loan becomes more than 120 days after written notice of the deficiency is given to FMC or the Purchaser Trust. Whether or not Bank One exercises its right to terminate, FMC or the Purchaser Trust shall indemnify Bank One pursuant to Article VIIIpast due.

Remedy for Breach of Representations and Warranties. In the event any representation or warranty made by Bank One Program Lender pursuant to Section 5.02 above shall prove to be inaccurate or incomplete [**] as of the date when made, Bank One Program Lender shall have the right (but not the obligation) to elect by written notice to FMC to be given by Bank One Program Lender no later than sixty (60) days after receipt of written notice from FMC of such alleged breach to repurchase the affected EDUCATION ONE Bank of America DTC Loan or Loans no later than such 60th sixtieth (60th) day for a cash purchase price equal to the outstanding principal balance thereof plus all accrued and unpaid interest, [**]. Upon receipt of said repurchase price, FMC shall, or, if applicable, shall cause the Purchaser Trust or the Servicer to, immediately deliver the Bank One of America DTC Note and the Origination Records relating thereto to Bank OneProgram Lender, duly endorsed or assigned to Bank One Program Lender or to such person as Bank One Program Lender may direct, in any such case, without recourse to FMC or the Purchaser Trust. Whether or not Bank One Program Lender exercises its right of repurchase, Bank One Program Lender shall indemnify FMC or the FMC, any Purchaser Trust and any fiduciary under the Trust Agreement pursuant to Article VIII. [**]. In VIII of this Agreement; provided, however, that if the event any representation or warranty made by FMC or a Purchaser Trust pursuant to Section 5.01 above shall prove to be inaccurate or incomplete in any material and adverse respect as breach of the date when maderepresentation and warranty is due to fraud by the obligor under the Bank of America DTC Note, Bank One (a) Program Lender shall have repurchase the right affected loan under this Section 5.04, (b) Program Lender's liability shall be limited to terminate such repurchase (including any marketing fee and loan premium previously paid to Program Lender for the affected loan) and (c) the provisions of Article VIII of this Agreement if shall be inapplicable to the deficiency is not cured within thirty (30) days after written notice of the deficiency is given to FMC or the Purchaser Trust. Whether or not Bank One exercises its right to terminate, FMC or the Purchaser Trust shall indemnify Bank One pursuant to Article VIIIaffected loan.

Remedy for Breach of Representations and Warranties. In the event any representation or warranty made by Bank One Program Lender pursuant to Section 5.02 above shall prove to be inaccurate or incomplete [**] as of the date when made, Bank One Program Lender shall have the right (but not the obligation) to elect by written notice to FMC to be given by Bank One Program Lender no later than sixty (60) days after receipt of written notice from FMC of such alleged breach to repurchase the affected EDUCATION ONE Bank of America DTC Loan or Loans no later than such 60th sixtieth (60th) day for a cash purchase price equal to the outstanding principal balance thereof plus all accrued and unpaid interest, [**]. Upon receipt of said repurchase price, FMC shall, or, if applicable, shall cause the Purchaser Trust or the Servicer to, immediately deliver the Bank One of America DTC Note and the Origination Records relating thereto to Bank OneProgram Lender, duly endorsed or assigned to Bank One Program Lender or to such person as Bank One Program Lender may direct, in any such case, without recourse to FMC or the Purchaser Trust. Whether or not Bank One Program Lender exercises its right of repurchase, Bank One Program Lender shall indemnify FMC or the FMC, any Purchaser Trust and any fiduciary under the Trust Agreement pursuant to Article VIII. [**]. In VIII of this Agreement; provided, however, that if the event any representation or warranty made by FMC or a Purchaser Trust pursuant to Section 5.01 above shall prove to be inaccurate or incomplete in any material and adverse respect as breach of the date when maderepresentation and warranty is due to fraud by the obligor under the Bank of America DTC Note, Bank One (a) Program Lender shall have repurchase the right affected loan under this Section 5.04, (b) Program Lender's liability shall be limited to terminate such repurchase (including any marketing fee and loan premium previously paid to Program Lender for the affected loan) and (c) the provisions of Article VIII of this Agreement if shall be inapplicable to the deficiency is not cured within thirty (30) days after written notice of the deficiency is given to FMC or the Purchaser Trust. Whether or not Bank One exercises its right to terminate, FMC or the Purchaser Trust shall indemnify Bank One pursuant to Article VIIIaffected loan.