Common use of Repurchase Obligations Clause in Contracts

Repurchase Obligations. (a) Upon obtaining actual knowledge of, or receipt of written notice by, the Indenture Trustee or the Issuer of a breach of any representation or warranty contained in Section 2.05(a) hereof (or under Section 4.02(a) of the Loan Purchase Agreement as incorporated pursuant to Section 2.05(a)(iv) of this Agreement) by the Depositor with respect to a Loan sold hereunder to the Issuer at the time such representations and warranties were made, which breach materially adversely affects the interests of the Noteholders in such Loan, the party discovering or receiving notice of such breach shall give prompt written notice thereof to the Seller, the Depositor, the Issuer and the Indenture Trustee (it being understood that the discovering party shall not be required to notify itself); provided, that the Indenture Trustee shall not be deemed to have discovered, or deemed to have notice or knowledge of, any event, including, without limitation, with respect to a breach of any of the representations and warranties set forth herein or any other Transaction Document, unless a Responsible Officer of the Indenture Trustee has actual knowledge or shall have received written notice thereof. In the case of a breach of any representation or warranty contained in Section 2.05(a)(i), (iii), (iv) or (vi) hereof, the Depositor shall immediately exercise its rights under Section 6.01 of the Loan Purchase Agreement to require the Seller to cure such breach, or if such breach is not cured during the applicable cure period, to repurchase such Loan, in each case, in accordance with and subject to Section 6.01 of the Loan Purchase Agreement. The obligations of the Depositor to require the Seller to cure or the obligations of the Depositor to repurchase the affected Loan shall constitute the sole and exclusive remedy, under this Agreement or otherwise, against the Depositor in respect of a breach by the Depositor of any representations or warranties contained in Section 2.05(a)(i), (iii), (iv) or (vi) hereof. In the case of a breach of any representation or warranty contained in Section 2.05(a)(ii) or (v) with respect to any Loan, which breach materially adversely affects the interests of the Noteholders in such Loan (any such breach, a “Direct Depositor Breach”), the Depositor shall either cure such breach in all material respects within forty-five (45) days from the date on which the Depositor is notified of, or discovered, such breach or repurchase the affected Loan at the applicable Repurchase Price in accordance with Section 2.06(b) hereof. The obligations of the Depositor to so cure such breach or repurchase the affected Loan shall constitute the sole and exclusive remedy under this Agreement or otherwise against the Depositor in respect of a breach by the Depositor of any representations or warranties contained in Section 2.05(a)(ii) or (v) hereof.

Repurchase Obligations. (a) Upon obtaining actual knowledge of, or receipt of written notice by, the Indenture Trustee or the Issuer discovery by any party hereto of a breach of any representation or warranty contained in Section 2.05(a) hereof (or under Section 4.02(a) of the Loan Purchase Agreement as incorporated pursuant to Section 2.05(a)(iv) of this Agreement) by the Depositor with respect to a Loan sold hereunder to the Issuer at the time such representations Article IV which materially and warranties were made, which breach materially adversely affects the value of a Purchased Receivable or the interests of the Noteholders in such LoanPurchaser therein, the party discovering or receiving notice of such breach shall give prompt written notice thereof to the Sellerother parties hereto. Thereafter, on the next Purchase Date, the DepositorPurchase Price for new Purchased Receivables, to the Issuer and extent sufficient, shall be offset by the Indenture Trustee (it being understood that Net Value of such Receivable or the discovering party Seller shall, prior to the succeeding Determination Date, remit to the Purchaser the Net Value of such Receivable or the Purchaser shall not be required offset the Net Value of such Receivable from other amounts due to notify itself); provided, that the Indenture Trustee Seller hereunder. Such amount shall not be deemed to have discoveredbe Collections of such Receivable (each such Receivable, or deemed to have notice or knowledge of, any event, including, without limitation, a "Rejected Receivable") received and shall be deposited in the Collection Account. It is understood and agreed that the obligation of the Seller with respect to a breach of any of Rejected Receivable pursuant to this Section 6.3 shall constitute the representations and warranties set forth herein or any other Transaction Document, unless a Responsible Officer of sole remedy for the Indenture Trustee has actual knowledge or shall have received written notice thereof. In the case of a breach of any representation or warranty contained in Section 2.05(a)(i)respect of such Receivable; provided, that the foregoing limitation shall not be construed to limit in any manner the Purchaser's right to (iii), (iva) or (vi) hereof, in the Depositor shall immediately exercise its rights under Section 6.01 of the Loan Purchase Agreement to require event the Seller fails to cure such breach, or if such breach is not cured during the applicable cure period, to effect a repurchase such Loan, in each case, in accordance with and subject to Section 6.01 of the Loan Purchase Agreement. The obligations of the Depositor to require as set forth herein above offset against any amounts it owes the Seller to cure or the obligations of the Depositor to repurchase the affected Loan shall constitute the sole and exclusive remedy, under this Agreement or otherwise, against the Depositor in respect of a breach by the Depositor of (including any representations or warranties contained in Section 2.05(a)(iPurchase Price), (iii), (iv) the Net Value of such Rejected Receivable; or (vib) hereofdeclare the Termination Date to have occurred or to terminate the responsibilities of the Subservicer hereunder to the extent that such breaches also constitute an Event of Seller Default. In Except as set forth in this Section 6.3, the case of a breach of any representation Seller shall have no right to repurchase or warranty contained in Section 2.05(a)(ii) or (v) remit funds with respect to any Loan, which breach materially adversely affects the interests of the Noteholders in such Loan (any such breach, a “Direct Depositor Breach”), the Depositor shall either cure such breach in all material respects within forty-five (45) days from the date on which the Depositor is notified of, or discovered, such breach or repurchase the affected Loan at the applicable Repurchase Price in accordance with Section 2.06(b) hereof. The obligations of the Depositor to so cure such breach or repurchase the affected Loan shall constitute the sole and exclusive remedy under this Agreement or otherwise against the Depositor in respect of a breach by the Depositor of any representations or warranties contained in Section 2.05(a)(ii) or (v) hereofPurchased Receivable.

Repurchase Obligations. (a) Upon obtaining actual knowledge of, the discovery or receipt of written notice byby the Indenture Trustee, the Indenture Trustee Issuer or the Issuer Loan Trustee of a breach of any representation or warranty contained in Section 2.05(a) hereof (or under Section 4.02(a) of the Loan Purchase Agreement as incorporated pursuant to Section 2.05(a)(iv) of this Agreement) by the Depositor with respect to a Loan sold hereunder to the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, at the time such representations and warranties were made, which breach materially adversely affects the interests of the Noteholders in such Loan, the party discovering or receiving notice of such breach shall give prompt written notice thereof to the applicable Seller, the Depositor, the Depositor Loan Trustee, the Issuer, the Issuer Loan Trustee and the Indenture Trustee (it being understood that the discovering party shall not be required to notify itself); provided, that the Indenture Trustee shall not be deemed to have discovered, or deemed to have notice or knowledge of, any event, including, without limitation, with respect to a breach of any of the representations and warranties set forth herein or any other Transaction Document, unless a Responsible Officer of the Indenture Trustee has actual knowledge or shall have received written notice thereof. In the case of a breach of any representation or warranty contained in Section 2.05(a)(i), (iii), (iv) or (viiv) hereof, the Depositor and the Depositor Loan Trustee for the benefit of the Depositor shall immediately exercise its their rights under Section 6.01 of the Loan Purchase Agreement to require the Seller to cure such breach, or if such breach is not cured during the applicable cure period, to repurchase such Loan, in each case, Loan in accordance with and subject such section. The Depositor Loan Trustee agrees to Section 6.01 of take any action reasonably requested by the Loan Purchase AgreementDepositor in order to effectuate such cure or repurchase. The obligations of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to require the Seller to cure or the obligations of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor, respectively, to repurchase the affected Loan shall constitute the sole and exclusive remedy, remedy under this Agreement or otherwise, against the Depositor in respect of otherwise respecting a breach by the Depositor of any its representations or warranties contained in Section 2.05(a)(i), (iii), ) or (iv) or (vi) hereofhereof with respect to the Depositor, the Depositor Loan Trustee and the affected Loan. In the case of a breach of any representation or warranty contained in Section 2.05(a)(ii), (v) or (v) with respect to any Loan, which breach materially adversely affects the interests of the Noteholders in such Loan (any such breach, a “Direct Depositor Breach”vi), the Depositor shall either cure such breach in all material respects within forty-five sixty (4560) days from the date on which the Depositor is notified of, or discovered, such breach, the Depositor and the Depositor Loan Trustee for the benefit of the Depositor shall either cure such breach in all material respects or repurchase purchase the affected Loan at the applicable Repurchase Price in accordance with Section 2.06(b) hereof. The obligations of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to so cure such breach or repurchase purchase the affected Loan shall constitute the sole and exclusive remedy under this Agreement or otherwise against the Depositor in respect of respecting a breach by the Depositor of any its representations or warranties contained in Section 2.05(a)(ii), (v) or (vvi) hereofhereof with respect to the affected Loan.

Repurchase Obligations. (a) Upon obtaining actual knowledge of, the discovery or receipt of written notice byby the Indenture Trustee, the Indenture Trustee Issuer or the Issuer Loan Trustee of a breach of any representation or warranty contained in Section 2.05(a) hereof (or under Section 4.02(a) of the Loan Purchase Agreement as incorporated pursuant to Section 2.05(a)(iv) of this Agreement) by the Depositor with respect to a Loan sold hereunder to the Issuer at and the time such representations and warranties were madeIssuer Loan Trustee for the benefit of the Issuer, which breach materially adversely affects the interests of the Noteholders in such Loan, the party discovering or receiving notice of such breach shall give prompt written notice thereof to the applicable Seller, the Depositor, the Depositor Loan Trustee, the Issuer, the Issuer Loan Trustee and the Indenture Trustee (it being understood that the discovering party shall not be required to notify itself); provided, that the Indenture Trustee shall not be deemed to have discovered, or deemed to have notice or knowledge of, any event, including, without limitation, with respect to a breach of any of the representations and warranties set forth herein or any other Transaction Document, unless a Responsible Officer of the Indenture Trustee has actual knowledge or shall have received written notice thereof. In the case of a breach of any representation or warranty contained in Section 2.05(a)(i), (iii), (iv) or (viiv) hereof, the Depositor and the Depositor Loan Trustee for the benefit of the Depositor shall immediately exercise its their rights under Section 6.01 of the Loan Purchase Agreement to require the Seller to cure such breach, or if such breach is not cured during the applicable cure period, to repurchase such Loan, in each case, Loan in accordance with and subject such section. The Depositor Loan Trustee agrees to Section 6.01 of take any action reasonably requested by the Loan Purchase AgreementDepositor in order to effectuate such cure or repurchase. The obligations of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to require the Seller to cure or the obligations of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor, respectively to repurchase the affected Loan shall constitute the sole and exclusive remedy, remedy under this Agreement or otherwise, against the Depositor in respect of otherwise respecting a breach by the Depositor of any its representations or warranties contained in Section 2.05(a)(i), (iii), ) or (iv) or (vi) hereofhereof with respect to the Depositor, the Depositor Loan Trustee and the affected Loan. In the case of a breach of any representation or warranty contained in Section 2.05(a)(ii), (v) or (v) with respect to any Loan, which breach materially adversely affects the interests of the Noteholders in such Loan (any such breach, a “Direct Depositor Breach”vi), the Depositor shall either cure such breach in all material respects within forty-five sixty (4560) days from the date on which the Depositor is notified of, or discovered, such breach, the Depositor and the Depositor Loan Trustee for the benefit of the Depositor shall either cure such breach in all material respects or repurchase purchase the affected Loan at the applicable Repurchase Price in accordance with Section 2.06(b) hereof. The obligations of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to so cure such breach or repurchase purchase the affected Loan shall constitute the sole and exclusive remedy under this Agreement or otherwise against the Depositor in respect of respecting a breach by the Depositor of any its representations or warranties contained in Section 2.05(a)(ii), (v) or (vvi) hereofhereof with respect to the affected Loan.

Repurchase Obligations. (a) Upon obtaining actual knowledge of, or receipt of written notice by, the Indenture Trustee or the Issuer discovery by any party hereto of a breach of any representation or warranty contained in Section 2.05(a) hereof (or under Section 4.02(a) of the Loan Purchase Agreement as incorporated pursuant to Section 2.05(a)(iv) of this Agreement) by the Depositor with respect to a Loan sold hereunder to the Issuer at the time such representations Article IV which materially and warranties were made, which breach materially adversely affects the value of a Purchased Receivable or the interests of the Noteholders in such LoanPurchaser therein, the party discovering or receiving notice of such breach shall give prompt written notice thereof to the Seller, the Depositor, the Issuer and the Indenture Trustee (it being understood that the discovering party shall not be required to notify itself)other parties hereto; provided, that however, the Indenture Trustee Purchaser's failure to give such prompt written notice shall not constitute a waiver of such breach or in any way 'impair' the Servicer's or Purchaser's right or remedies hereunder. Thereafter, on the next Purchase Date, the Purchase Price for new Purchased Receivables, to the extent sufficient, shall be offset by the Net Value of such Receivable or the Seller shall, prior to the succeeding Determination Date, remit to the Purchaser the Net Value of such Receivable or the Purchaser shall offset the Net Value of such Receivable from other amounts due to the Seller hereunder. Such amount shall be deemed to have discoveredbe Collections of such Receivable (each such Receivable, or deemed to have notice or knowledge of, any event, including, without limitation, a 'Rejected Receivable') received and shall be deposited in the Collection Account. It is understood and agreed that the obligation of the Seller with respect to a breach of any of Rejected Receivable pursuant to this Section 4.3 shall constitute the representations and warranties set forth herein or any other Transaction Document, unless a Responsible Officer of sole remedy by the Indenture Trustee has actual knowledge or shall have received written notice thereof. In Purchaser against the case of a Seller for the breach of any representation or warranty contained in Section 2.05(a)(i)respect of such Receivable; provided, that the foregoing limitation shall not be construed to limit in any manner the Purchaser's right to (iii), (iva) or (vi) hereof, in the Depositor shall immediately exercise its rights under Section 6.01 of the Loan Purchase Agreement to require event the Seller fails to cure such breach, or if such breach is not cured during the applicable cure period, to effect a repurchase such Loan, in each case, in accordance with and subject to Section 6.01 of the Loan Purchase Agreement. The obligations of the Depositor to require as set forth herein above offset against any amounts it owes the Seller to cure or the obligations of the Depositor to repurchase the affected Loan shall constitute the sole and exclusive remedy, under this Agreement (including any Purchase Price), the Net Value of such Rejected Receivable; (b) declare the Termination Date to have occurred or otherwiseto terminate the responsibilities of the Subservicer hereunder to the extent that such breaches also constitute an Event of Seller Default or (c) assert claims for fraud, conversion, or other tortious conduct against the Depositor in respect of a breach by Seller or the Depositor of any representations or warranties contained Sellers Affiliates. Except as set forth in Section 2.05(a)(i)4.3, (iii), (iv) the Seller shall have no right to repurchase or (vi) hereof. In the case of a breach of any representation or warranty contained in Section 2.05(a)(ii) or (v) remit funds with respect to any Loan, which breach materially adversely affects the interests of the Noteholders in such Loan (any such breach, a “Direct Depositor Breach”), the Depositor shall either cure such breach in all material respects within forty-five (45) days from the date on which the Depositor is notified of, or discovered, such breach or repurchase the affected Loan at the applicable Repurchase Price in accordance with Section 2.06(b) hereof. The obligations of the Depositor to so cure such breach or repurchase the affected Loan shall constitute the sole and exclusive remedy under this Agreement or otherwise against the Depositor in respect of a breach by the Depositor of any representations or warranties contained in Section 2.05(a)(ii) or (v) hereofPurchased Receivable.

Repurchase Obligations. (a) Upon obtaining actual knowledge of, the discovery or receipt of written notice byby the Indenture Trustee, the Indenture Trustee Issuer or the Issuer Loan Trustee of a breach of any representation or warranty contained in Section 2.05(a) hereof (or under Section 4.02(a) of the Loan Purchase Agreement as incorporated pursuant to Section 2.05(a)(iv) of this Agreement) by the Depositor with respect to a Loan sold hereunder to the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, at the time such representations and warranties were made, which breach materially adversely affects the interests of the Noteholders in such Loan, the party discovering or receiving notice of such breach shall give prompt written notice thereof to the applicable Seller, the Depositor, the Depositor Loan Trustee, the Issuer, the Issuer and Loan Trustee, the Indenture Trustee and the Administrative Agent (it being understood that the discovering party shall not be required to notify itself); provided, that the Indenture Trustee shall not be deemed to have discovered, or deemed to have notice or knowledge of, any event, including, without limitation, with respect to a breach of any of the representations and warranties set forth herein or any other Transaction Document, unless a Responsible Officer of the Indenture Trustee has actual knowledge or shall have received written notice thereof. In the case of a breach of any representation or warranty contained in Section 2.05(a)(i), (iii), (iv) or (viiv) hereof, the Depositor and the Depositor Loan Trustee for the benefit of the Depositor shall immediately exercise its their rights under Section 6.01 of the Loan Purchase Agreement to require the Seller to cure such breach, or if such breach is not cured during the applicable cure period, to repurchase such Loan, in each case, Loan in accordance with and subject such section. The Depositor Loan Trustee agrees to Section 6.01 of take any action reasonably requested by the Loan Purchase AgreementDepositor in order to effectuate such cure or repurchase. The obligations of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to require the Seller to cure or the obligations of the Depositor to repurchase the affected Loan shall constitute the sole and exclusive remedy, under this Agreement or otherwise, against the Depositor in respect of a breach by Loan Trustee for the Depositor of any representations or warranties contained in Section 2.05(a)(i), (iii), (iv) or (vi) hereof. In the case of a breach of any representation or warranty contained in Section 2.05(a)(ii) or (v) with respect to any Loan, which breach materially adversely affects the interests benefit of the Noteholders in such Loan (any such breachDepositor, a “Direct Depositor Breach”)respectively, the Depositor shall either cure such breach in all material respects within forty-five (45) days from the date on which the Depositor is notified of, or discovered, such breach or repurchase the affected Loan at the applicable Repurchase Price in accordance with Section 2.06(b) hereof. The obligations of the Depositor to so cure such breach or repurchase the affected Loan shall constitute the sole and exclusive remedy under this Agreement or otherwise against the Depositor in respect of respecting a breach by the Depositor of any its representations or warranties contained in Section 2.05(a)(ii) or (v) hereof.in