Common use of REPURCHASE AND SUBSTITUTION OF LOANS Clause in Contracts

REPURCHASE AND SUBSTITUTION OF LOANS. (a) Upon discovery by either the Issuer, the Servicer, the Trustee or the Supervisory Servicer of a breach of any of the representations and warranties made by PMC or PMCT, as the case may be, pursuant to the Contribution Agreement or made by the Issuer pursuant to Section 3.2 hereof (in each case, without regard to any limitation set forth in such representation or warranty concerning the knowledge of PMC, PMCT, or the Issuer, as the case may be, as to the facts stated therein), the party discovering such breach shall give prompt written notice to the others, to the Noteholders, to the Rating Agency and to PMC or PMCT, as the case may be, and the Trustee, upon such discovery or receipt of such notice, shall make written demand upon the Issuer with respect to a breach of any of the representations or warranties contained in Section 3.2 hereof to comply with this Section 3.3 or upon PMC or PMCT, as the case may be, to comply with Section 8 or Section 13, as applicable, of the Contribution Agreement. Within thirty (30) days of its discovery or its receipt of notice of any breach or defect the Issuer, PMC or PMCT, as the case may be, shall, at its option, (i) promptly cure such defect or breach in all material respects, (ii) purchase the affected Loan at a price equal to the Takeout Price, upon the Required Noteholders' consent, or (iii) if such defect or breach occurs within two (2) years of the Closing Date, deliver to the Trustee, upon the Required Noteholders' consent, in exchange for the affected Loan, a Substitute Loan, together with any related Asset Substitution Shortfall. If the breach or defect has not been cured or a Substitute Loan so delivered to the Trustee within thirty (30) days after such discovery or receipt of notice, the Issuer, PMC or PMCT, as the case may be, must purchase the Defective Loan within one (1) Business Day for an amount equal to the Takeout Price. (b) In the event a Loan becomes a Charged-Off Loan, PMC or PMCT, as the case may be, may purchase the Charged-Off Loan at a price equal to the Takeout Price or cause or permit the Charged-Off Loan to be released from the Lien of this Indenture in accordance with Section 3.4(a)(iii) hereof. (c) In the event a Loan becomes a Refinancable Loan, the applicable Servicer shall give prompt written notice to the Noteholders, the Trustee, the other Servicer and the Supervising Servicer and PMC or PMCT, as the case maybe, may repurchase the Loan at a price equal to the Takeout Price and cause or permit the Refinancable Loan to be released from the Lien of this Indenture in accordance with Section 3.4(a)(iii) hereof. (d) If PMC or PMCT, as the case may be, pursuant to Section 8 of the Contribution Agreement, or the Issuer, PMC or PMCT, as the case may be, pursuant to paragraph (a) above, elects to cause one or more Substitute Loans to be delivered to the Trustee in substitution for any one or more of the original Loans, the Issuer, PMC or PMCT, as the case may be, shall deliver to the Trustee the information required by the Substitute Loan Schedule with respect to the Substituted Loan in substantially the form of Exhibit B-1 attached hereto and any required documentation pursuant to paragraph (e) below. A Substitute Loan must (i) be an Eligible Loan; (ii) contractually require interest payments to be made each month in an aggregate amount at least equal to that of the Deleted Mortgage Loan; and (iii) have characteristics such that, as of the substitution date (instead of as of the Closing Date), each of the representations and warranties set forth in Section 3.2(a) and Sections 3.1(g) and (h) hereof is true and correct in all material respects with respect to the Substitute Loan. If the Substitute Loan has an outstanding Loan Principal Balance (after application of the Monthly Payment due in the month of substitution) which is less than the Takeout Price of the Deleted Mortgage Loan(s) (an "ASSET SUBSTITUTION SHORTFALL"), the Person delivering the Substitute Loan(s) must deliver to the Trustee on the substitution date immediately available funds in the amount of any such Asset Substitution Shortfall, which the Trustee shall deposit in the Collection Account on the substitution date. In the case of a substitution pursuant to Section 3.3(a), the Asset Substitution Shortfall shall include the amounts described in clauses (ii), (iii) and (iv) of the definition of Takeout Price. (e) In connection with any such substitution, on the substitution date, PMC, PMCT or the Issuer, as the case may be, shall deliver to the Trustee (i) each Substitute Loan to be delivered on such date and (ii) the amount of any Asset Substitution Shortfall relating to the Substitute Loan. In addition, on the substitution date, PMC, PMCT or the Issuer, as the case may be, shall deliver the related Trustee Loan File to the Trustee and the Servicer Loan File to the Servicer with respect to each Substitute Loan. (f) Upon such purchase or substitution, the Trustee shall deliver to the Person purchasing the Loans or delivering the Substitute Loans, the related Deleted Mortgage Loans and shall amend the Loan Schedule to reflect the deletion of the Deleted Mortgage Loans and, if applicable, the addition of the Substitute Loans and shall release the Deleted Mortgage Loans from the Lien of this Indenture by executing and delivering to such Person the release in the form of Exhibit E attached hereto. (g) Pursuant to the Servicing Agreement, the applicable Servicer shall prepare any instruments necessary for transfers pursuant to this Section. (h) Substitute Loans may not be delivered (and Defective Loans may not be purchased) pursuant to this Section 3.3 on any date which is a Determination Date.

REPURCHASE AND SUBSTITUTION OF LOANS. (a) Upon discovery by either the Issuer, the Servicer, the Trustee or the Supervisory Servicer of a breach of any of the representations and warranties made by PMC or PMCT, as the case may be, pursuant to the Contribution Agreement or made by the Issuer pursuant to Section 3.2 hereof (in each case, without regard to any limitation set forth in such representation or warranty concerning the knowledge of PMC, PMCT, or the Issuer, as the case may be, as to the facts stated therein)hereof, the party discovering such breach shall give prompt written notice to the others, to the Noteholders, to the Rating Agency and to PMC or PMCT, as the case may be, and the Trustee, upon such discovery or receipt of such notice, shall make written demand TRUST INDENTURE - Page 18 upon the Issuer with respect to a breach of any of the representations or warranties contained in Section 3.2 hereof to comply with this Section 3.3 or upon PMC or PMCT, as the case may be, to comply with Section 8 or Section 13, as applicable, of the Contribution Agreement. Within thirty (30) days of its discovery or its receipt of notice of any breach or defect the Issuer, PMC or PMCT, as the case may be, shall, at its option, (i) promptly cure such defect or breach in all material respects, (ii) purchase or cause to be purchased the affected Loan at a price equal to the Takeout Price, upon the Required Noteholders' consent, or (iii) if such defect or breach occurs within two (2) years of the Closing Date, deliver to the Trustee, upon the Required Noteholders' consent, in exchange for the affected Loan, a Substitute Loan, together with any related Asset Substitution Shortfall. If the breach or defect has not been cured or a Substitute Loan so delivered to the Trustee within thirty (30) days after such discovery or receipt of notice, the Issuer, PMC or PMCT, as the case may be, must purchase the Defective Loan within one (1) Business Day for an amount equal to the Takeout Price. (b) In the event a Loan becomes (i) 150 days contractually past due, or (ii) a Charged-Off Loan, PMC or PMCT, as the case may be, may at its option, but without obligation, purchase the Charged-Off such Loan at a price equal to the Takeout Price or cause or permit the Charged-Off such Loan to be released from the Lien of this Indenture in accordance with Section 3.4(a)(iii) hereof. (c) In the event a Loan becomes a Refinancable Loan, the applicable Servicer shall give prompt written notice to the Noteholders, the Trustee, the other Servicer and the Supervising Servicer and PMC or PMCT, as the case maybe, may repurchase at its option, but without obligation, purchase the Loan at a price equal to the Takeout Price and cause or permit the Refinancable Loan to be released from the Lien of this Indenture in accordance with Section 3.4(a)(iii) hereof; provided, however, the aggregate principal balance of all Loans that become Refinancable Loans and that may be purchased pursuant to this Section shall not exceed 10% of the aggregate Cut-Off Date Principal Balance of all Loans without the prior written consent of the Required Noteholders and in no event shall exceed 20% of the aggregate Cut-Off Date Principal Balance of the Loans on a cumulative basis. (d) If PMC or PMCT, as the case may be, pursuant to Section 8 of the Contribution Agreement, or the Issuer, PMC or PMCT, as the case may be, pursuant to paragraph (a) above, elects to cause one or more Substitute Loans to be delivered to the Trustee in substitution for any one or more of the original Loans, the Issuer, PMC or PMCT, as the case may be, shall deliver to the Trustee the information required by the Substitute Loan Schedule with respect to the Substituted Substitute Loan in substantially the form of Exhibit B-1 attached hereto and any required documentation must be delivered pursuant to paragraph (e) below. A Substitute Loan must (i) be an Eligible Loan; (ii) contractually require interest payments to be made each month in an aggregate amount at least equal to that of the Deleted Mortgage Loan; and (iii) have characteristics such that, as of the substitution date Substitution Date (instead of as of the Closing Date), each of the representations and warranties set forth in Section 3.2(a) and Sections 3.1(g) and (h) hereof is true and correct in all material respects with respect to the Substitute Loan. If the Substitute Loan has an outstanding Loan Principal Balance (after application of the Monthly Payment due in the month of substitution) which is less than the Takeout Price of the Deleted Mortgage Loan(s) (an "ASSET SUBSTITUTION SHORTFALLAsset Substitution Shortfall"), the Person delivering the Substitute Loan(s) must deliver to the Trustee on the substitution date Substitution Date immediately available funds in the amount of any such Asset Substitution Shortfall, which the Trustee shall deposit in the Collection Account on the substitution dateSubstitution Date. In the case of a substitution pursuant to Section 3.3(a), the Asset TRUST INDENTURE - Page 19 Substitution Shortfall shall include the amounts described in clauses (ii), (iii) and (iv) of the definition of Takeout Price. (e) In connection with any such substitution, on the substitution dateSubstitution Date, PMC, PMCT or the Issuer, as the case may be, shall deliver to the Trustee (i) each Substitute Loan to be delivered on such date and (ii) the amount of any Asset Substitution Shortfall relating to the Substitute Loan. In addition, on the substitution dateSubstitution Date, PMC, PMCT or the Issuer, as the case may be, shall deliver the related Trustee Loan File to the Trustee and the Servicer Loan File to the Servicer with respect to each Substitute Loan. (f) Upon such purchase or substitution, the Trustee shall deliver to the Person purchasing the Loans or delivering the Substitute Loans, the related Deleted Mortgage Loans and shall amend the Loan Schedule to reflect the deletion of the Deleted Mortgage Loans and, if applicable, the addition of the Substitute Loans and shall release the Deleted Mortgage Loans from the Lien of this Indenture by executing and delivering to such Person the release in the form of Exhibit E attached hereto. (g) Pursuant to the Servicing Agreement, the applicable Servicer shall prepare any instruments necessary for transfers pursuant to this Section. (h) Substitute Loans may not be delivered (and Defective Loans may not be purchased) pursuant to this Section 3.3 on any date which is a Determination Date.

REPURCHASE AND SUBSTITUTION OF LOANS. (a) Upon discovery by either the Issuer, the Servicer, the Trustee or the Supervisory Servicer of a breach of any of the representations and warranties made by PMC or PMCT, as the case may be, pursuant to the Contribution Agreement or made by the Issuer pursuant to Section 3.2 hereof (in each case, without regard to any limitation set forth in such representation or warranty concerning the knowledge of PMC, PMCT, or the Issuer, as the case may be, as to the facts stated therein)hereof, the party discovering such breach shall give prompt written notice to the others, to the Noteholders, to the Rating Agency and to PMC or PMCT, as the case may be, and the Trustee, upon such discovery or receipt of such notice, shall make written demand upon the Issuer with respect to a breach of any of the representations or warranties contained in Section 3.2 hereof to comply with this Section 3.3 or upon PMC or PMCT, as the case may be, to comply with Section 8 or Section 13, as applicable, of the Contribution Agreement. Within thirty (30) days of its discovery or its receipt of notice of any breach or defect the Issuer, PMC or PMCT, as the case may be, shall, at its option, (i) promptly cure such defect or breach in all material respects, (ii) purchase the affected Loan at a price equal to the Takeout Price, upon the Required Noteholders' Noteholders consent, or (iii) if such defect or breach occurs within two (2) years of the Closing Date, deliver to the Trustee, upon the Required Noteholders' Noteholders consent, in exchange for the affected Loan, a Substitute Loan, together with any related Asset Substitution Shortfall. If the breach or defect has not been cured or a Substitute Loan so delivered to the Trustee within thirty (30) days after such discovery or receipt of notice, the Issuer, PMC or PMCT, as the case may be, must purchase the Defective Loan within one (1) Business Day for an amount equal to the Takeout Price. (b) In the event a Loan becomes a Charged-Off Loan, PMC or PMCT, as the case may be, may purchase the Charged-Off Loan at a price equal to the Takeout Price or cause or permit the Charged-Off Loan to be released from the Lien lien of this Indenture in accordance with Section 3.4(a)(iii) hereof. (c) In the event a Loan becomes a Refinancable Loan, the applicable Servicer shall give prompt written notice to the Noteholders, the Trustee, the other Servicer and the Supervising Supervisory Servicer and PMC or PMCT, as the case maybemay be, may repurchase purchase the Refinancable Loan at a price equal to the Takeout Price and cause or permit the Refinancable Loan to be released from the Lien lien of this Indenture in accordance with Section 3.4(a)(iii3.4 (a)(iii) hereof. (d) If PMC or PMCT, as the case may be, pursuant to Section 8 of the Contribution Agreement, or the Issuer, PMC or PMCT, as the case may be, pursuant to paragraph (a) above, elects to cause one or more Substitute Loans to be delivered to the Trustee in substitution for any one or more of the original Loans, the Issuer, PMC or PMCT, as the case may be, shall deliver to the Trustee the information required by the Substitute Loan Schedule with respect to the Substituted Loan in substantially the form of Exhibit B-1 attached hereto and any required documentation must be delivered pursuant to paragraph (e) below. A Substitute Loan must (i) be an Eligible Loan; (ii) contractually require interest payments to be made each month in an aggregate amount at least equal to that of the Deleted Mortgage Loan; and (iii) have characteristics such that, as of the substitution date (instead of as of the Closing Date), each of the representations and warranties set forth in Section 3.2(a) 3.2 and Sections 3.1(g) and (h) hereof is true and correct in all material respects with respect to the Substitute Loan. If the Substitute Loan has an outstanding Loan Principal Balance (after application of the Monthly Payment due in the month of substitution) which is less than the Takeout Price of the Deleted Mortgage Loan(s) (an "ASSET SUBSTITUTION SHORTFALL"), the Person delivering the Substitute Loan(s) must deliver to the Trustee on the substitution date deposit immediately available funds in the amount of any such Asset Substitution Shortfall, which the Trustee shall deposit Shortfall in the Collection Account on the substitution date. In the case of a substitution pursuant to Section 3.3(a), the Asset Substitution Shortfall shall include the amounts described in clauses (ii), (iii) and (iv) of the definition of Takeout Price. (e) In connection with any such substitution, on the substitution date, PMC, PMCT or the Issuer, as the case may be, shall deliver to the Trustee (i) each Substitute Loan to be delivered on such date and (ii) the amount of any Asset Substitution Shortfall relating to the Substitute Loan. In addition, on the substitution date, PMC, PMCT or the Issuer, as the case may be, shall deliver the related Trustee Loan File to the Trustee and the Servicer Loan File to the Servicer with respect to each Substitute Loan. (f) Upon such purchase or substitution, the Trustee shall deliver to the Person purchasing the Loans or delivering the Substitute Loans, the related Deleted Mortgage Loans and shall amend the Loan Schedule to reflect the deletion of the Deleted Mortgage Loans and, if applicable, the addition of the Substitute Loans and shall release the Deleted Mortgage Loans from the Lien lien of this Indenture by executing and delivering to such Person the release in the form of Exhibit E attached hereto. (g) Pursuant to the Servicing Agreement, the applicable Servicer shall prepare any instruments necessary for transfers pursuant to this Section. (h) Substitute Loans may not be delivered (and Defective Loans may not be purchased) pursuant to this Section 3.3 on any date which is a Determination Date.

REPURCHASE AND SUBSTITUTION OF LOANS. (a) Upon discovery by either the Issuer, the Servicer, the Trustee or the Supervisory Servicer of a breach of any of the representations and warranties made by PMC or PMCT, as the case may be, pursuant to the Contribution Agreement or made by the Issuer pursuant to Section 3.2 hereof (in each case, without regard to any limitation set forth in such representation or warranty concerning the knowledge of PMC, PMCT, or the Issuer, as the case may be, as to the facts stated therein)hereof, the party discovering such breach shall give prompt written notice to the others, to the Noteholders, to the Rating Agency and to PMC or PMCT, as the case may be, and the Trustee, upon such discovery or receipt of such notice, shall make written demand upon the Issuer with respect to a breach of any of the representations or warranties contained in Section 3.2 hereof to comply with this Section 3.3 or upon PMC or PMCT, as the case may be, to comply with Section 8 or Section 13, as applicable, of the Contribution Agreement. Within thirty (30) days of its discovery or its receipt of notice of any breach or defect the Issuer, PMC or PMCT, as the case may be, shall, at its option, (i) promptly cure such defect or breach in all material respects, (ii) purchase the affected Loan at a price equal to the Takeout Price, upon the Required Noteholders' Initial Purchaser's consent, or (iii) if such defect or breach occurs within two (2) years of the Closing Date, deliver to the Trustee, upon the Required Noteholders' Initial Purchaser's consent, in exchange for the affected Loan, a Substitute Loan, together with any related Asset Substitution Shortfall. If the breach or defect has not been cured or a Substitute Loan so delivered to the Trustee within thirty (30) days after such discovery or receipt of notice, the Issuer, PMC or PMCT, as the case may be, must purchase the Defective Loan within one (1) Business Day for an amount equal to the Takeout Price. (b) In the event a Loan becomes a Charged-Off Loan, PMC or PMCT, as the case may be, may purchase the Charged-Off Loan at a price equal to the Takeout Price or cause or permit the Charged-Off Loan to be released from the Lien lien of this Indenture in accordance with Section 3.4(a)(iii) hereof. (c) In the event a Loan becomes a Refinancable Loan, the applicable Servicer shall give prompt written notice to the Noteholders, the Trustee, the other Servicer and the Supervising Servicer and PMC or PMCT, as the case maybe, may repurchase the Loan at a price equal to the Takeout Price and cause or permit the Refinancable Loan to be released from the Lien of this Indenture in accordance with Section 3.4(a)(iii) hereof.[Intentionally Omitted] (d) If PMC or PMCT, as the case may be, pursuant to Section 8 of the Contribution Agreement, or the Issuer, PMC or PMCT, as the case may be, pursuant to paragraph (a) above, elects to cause one or more Substitute Loans to be delivered to the Trustee in substitution for any one or more of the original Loans, the Issuer, PMC or PMCT, as the case may be, shall deliver to the Trustee the information required by the Substitute Loan Schedule with respect to the Substituted Loan in substantially the form of Exhibit B-1 attached hereto and any required documentation must be delivered pursuant to paragraph (e) below. A Substitute Loan must (i) be an Eligible Loan; (ii) contractually require interest payments to be made each month in an aggregate amount at least equal to that of the Deleted Mortgage Loan; and (iii) have characteristics such that, as of the substitution date (instead of as of the Closing Date), each of the representations and warranties set forth in Section 3.2(a) and Sections 3.1(g) and (h) hereof is true and correct in all material respects with respect to the Substitute Loan. If the Substitute Loan has an outstanding Loan Principal Balance (after application of the Monthly Payment due in the month of substitution) which is less than the Takeout Price of the Deleted Mortgage Loan(s) (an "ASSET SUBSTITUTION SHORTFALL"), the Person delivering the Substitute Loan(s) must deliver to the Trustee on the substitution date deposit immediately available funds in the amount of any such Asset Substitution Shortfall, which the Trustee shall deposit Shortfall in the Collection Account on the substitution date. In the case of a substitution pursuant to Section 3.3(a), the Asset Substitution Shortfall shall include the amounts described in clauses (ii), (iii) and (iv) of the definition of Takeout Price. (e) In connection with any such substitution, on the substitution date, PMC, PMCT or the Issuer, as the case may be, shall deliver to the Trustee (i) each Substitute Loan to be delivered on such date and (ii) the amount of any Asset Substitution Shortfall relating to the Substitute Loan. In addition, on the substitution date, PMC, PMCT or the Issuer, as the case may be, shall deliver the related Trustee Loan File to the Trustee and the Servicer Loan File to the Servicer with respect to each Substitute Loan. (f) Upon such purchase or substitution, the Trustee shall deliver to the Person purchasing the Loans or delivering the Substitute Loans, the related Deleted Mortgage Loans and shall amend the Loan Schedule to reflect the deletion of the Deleted Mortgage Loans and, if applicable, the addition of the Substitute Loans and shall release the Deleted Mortgage Loans from the Lien lien of this Indenture by executing and delivering to such Person the release in the form of Exhibit E attached hereto. (g) Pursuant to the Servicing Agreement, the applicable Servicer shall prepare any instruments necessary for transfers pursuant to this Section. (h) Substitute Loans may not be delivered (and Defective Loans may not be purchased) pursuant to this Section 3.3 on any date which is a Determination Date.