Common use of REPURCHASE OF CERTAIN CONTRACTS Clause in Contracts

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 with respect to each Contract and each of the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Custodian, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Indenture Trustee, the Issuer or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at the Purchase Amount. Upon any such repurchase, the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the Issuer, the Indenture Trustee or the Noteholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 shall be to require the Seller to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 with respect to each Contract and each of shall survive the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Custodian, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Issuer or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at the Purchase Amount. Upon any such repurchase, the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the Issuer, the Indenture Trustee or the Noteholders Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 shall be to require the Seller to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 2.2 with respect to each Contract and each of the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents to the Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and or warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the CustodianTrustee (or the Servicer in its capacity as custodian of the Trustee pursuant to Section 2.4), such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersCertificateholders, the Indenture Trustee, the Issuer Trustee or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such condition, representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the ServicerTrustee, the Insurer or the Indenture Trustee Servicer of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable such Collection Period from the Issuer Trust at the Purchase AmountRepurchase Amount in the manner set forth in Section 4.4. Upon any such repurchase, the Issuer Trustee on behalf of the Trust shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the IssuerTrustee, the Indenture Trustee Trust, or the Noteholders Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 2.2 shall be to require the Seller to repurchase Contracts pursuant to this Section; Section provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agentits officers, the Indenture Trusteedirectors, agents and employees, the Insurer, the Issuer Trust and the Noteholders Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. (a) The representations and warranties of the Seller Onyx set forth in Section 2.02 2.02(b) with respect to each Contract and each of the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents and shall continue until the termination of this Agreement. Upon discovery by the SellerOnyx, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Custodian, such Person making such discovery shall give prompt notice to the other such Persons; provided, however, that delivery of the Distribution Date Statement shall be deemed to constitute prompt notice by Onyx, in its individual capacity, and the Servicer. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Indenture Trustee, the Issuer or the Insurer, the Seller Onyx shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller Onyx is unable to do so by the last day of the Collection Period following that includes the Collection Period 60th day (or, if the Seller Onyx elects, an earlier date) after the last day of such Collection Period) during which the Seller date that Onyx, in its individual capacity, or Servicer becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee of such defect, incorrectness or omission, it shall repurchase such Contract on the last day Distribution Date following the end of the applicable such Collection Period from the Issuer at the Purchase Amount. Upon any such repurchase, the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller Onyx any Contract purchased hereunder. The sole remedy of the Issuer, the Insurer, the Indenture Trustee or Trustee, the Noteholders or any other Person with respect to a breach of the Seller's Onyx’s representations and warranties pursuant to Section 2.02 shall be to require the Seller Onyx to repurchase the related Contracts pursuant to this SectionSection 2.03(a); provided, however, that the Seller Onyx shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 2.2 with respect to each Contract and each of the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents to the Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and or warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the CustodianTrustee (or the Servicer in its capacity as custodian of the Trustee pursuant to Section 2.4), such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersCertificateholders, the Indenture Trustee, the Issuer Trustee or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such condition, representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the ServicerTrustee, the Insurer or the Indenture Trustee Servicer of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer Trust at the Purchase AmountRepurchase Amount in the manner set forth in Section 4.4. Upon any such repurchase, the Issuer Trustee on behalf of the Trust shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the IssuerTrustee, the Indenture Trustee Trust, or the Noteholders Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 2.2 shall be to require the Seller to repurchase Contracts pursuant to this Section; Section provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agentits officers, the Indenture Trusteedirectors, agents and employees, the Insurer, the Issuer Trust and the Noteholders Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 3.01 with respect to each Contract and each of the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the related Contract Documents Files to the Purchaser and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee Purchaser or the Trust Agent Servicer that any of such the representations and warranties in Section 3.01 was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Custodian, such Person the Seller or the Purchaser, as the case may be, making such discovery shall give prompt notice to the other such Personsother. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Indenture Trustee, the Issuer or the InsurerPurchaser, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if . If the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer Purchaser or the Indenture Trustee Servicer of such defect, incorrectness or omission, it shall repurchase such Contract on or before (as the Seller may elect) the last day Business Day of the applicable such Collection Period from the Issuer at Purchaser for an amount equal to the Purchase Amountrelated Repurchase Amount in the manner set forth in Section 3.02(b). Upon any such repurchase, the Issuer Purchaser shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any title to the Contract purchased hereunderso repurchased; such instruments of transfer or assignment to be prepared by the Seller at the Seller's expense. The Subject to Section 5.01, the sole remedy of the Issuer, the Indenture Trustee or the Noteholders Purchaser with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 3.01 shall be to require enforce the Seller Seller's obligation to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders Purchaser against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Any costs or expenses incurred by the Purchaser, including reasonable fees and expenses of counsel, in connection with the transfer or assignment of Contracts back to the Seller, shall be reimbursed by the Seller within two Business Days of receipt of an invoice from the Purchaser. This Section shall survive the termination of this Agreement. The Seller shall remit to the Collection Account the Repurchase Amount for each Repurchased Contract to be repurchased by it on the Business Day preceding the Servicer Report Date following the end of the Collection Period in which the related Contract is required to be repurchased. Upon repurchase of such Repurchased Contracts, E-LOAN shall execute and deliver to the Custodian, as acknowledged by the Purchaser, a Notice of Repurchased Contract.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 2.2 with respect to each Contract and each of the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents to the Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and or warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the CustodianTrustee (or the Servicer in its capacity as custodian of the Trustee pursuant to Section 2.4), such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersCertificateholders, the Indenture Trustee, the Issuer Trustee or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such condition, representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the ServicerTrustee, the Insurer or the Indenture Trustee Servicer of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable such Collection Period from the Issuer Trust at the Purchase AmountRepurchase Amount in the manner set forth in Section 4.4. Upon any such repurchase, the Issuer Trustee on behalf of the Trust shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the IssuerTrustee, the Indenture Trustee Trust, or the Noteholders Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 2.2 or non-compliance with Section 2.1(c) or Section 2.1(h) shall be to require the Seller to repurchase Contracts pursuant to this Section; Section provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.its

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 with respect to each Contract and each of shall survive the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent Co-Owner Trustee that any of such representations and warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Custodian, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Issuer or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at the Purchase AmountAmount in the manner set forth in Section 2.03. Upon any such repurchasepurchase, the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the Issuer, the Indenture Trustee or the Noteholders Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 shall be to require the Seller to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Trust AgentCo-Owner Trustee, the Indenture Trustee, the Insurer, the Issuer and the Noteholders Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 2.2 with respect to each Contract and each of the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents to the Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and or warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the CustodianTrustee (or the Servicer in its capacity as custodian 29 of the Trustee pursuant to Section 2.4), such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersCertificateholders, the Indenture Trustee, the Issuer Trustee or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such condition, representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the ServicerTrustee, the Insurer or the Indenture Trustee Servicer of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer Trust at the Purchase AmountRepurchase Amount in the manner set forth in Section 4.4. Upon any such repurchase, the Issuer Trustee on behalf of the Trust shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the IssuerTrustee, the Indenture Trustee Trust, or the Noteholders Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 2.2 shall be to require the Seller to repurchase Contracts pursuant to this Section; Section provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agentits officers, the Indenture Trusteedirectors, agents and employees, the Insurer, the Issuer Trust and the Noteholders Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 with respect to each Contract 2.02(b) and each of (c) shall survive the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, Trustee or the Indenture Trustee or the Trust Agent that any of such representations and warranties was incorrect incorrect, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the CustodianCustodian or its agent, such Person making such discovery shall give prompt notice to the other such Persons. If Without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, if any such defect, incorrectness or omission materially and adversely affects the interest in the Contract of the Noteholders, the Indenture Trustee, the Issuer or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to does not do so by the last day of the Collection -------- Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee of such defect, incorrectness or omission, it the Seller shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at the Purchase Amount. Upon any such repurchase, the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The Except as provided in Section 5.01, the sole remedy of the Issuer, the Indenture Trustee Trustee, the Insurer or the Noteholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 shall be to require the Seller to repurchase Contracts pursuant to this SectionSection 2.03; provided, however, provided that the -------- Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 with respect to each Contract and each of shall survive the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Custodian, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Issuer or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at the Purchase Amount. Upon any such repurchasepurchase, the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the Issuer, the Indenture Trustee or the Noteholders Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 shall be to require the Seller to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 2.2 with respect to each Contract and each of the conditions set forth in Section 2.01(c2.1(c) and Section 2.1(h) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Subsequent Contracts shall survive delivery of the Contract Documents to the Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and or warranties was incorrect or that any of such conditions was unsatisfied 31 36 as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the CustodianTrustee (or the Servicer in its capacity as custodian of the Trustee), such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersCertificateholders, the Indenture Trustee, the Issuer Trustee or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the ServicerTrustee, the Insurer or the Indenture Trustee Servicer of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable such Collection Period from the Issuer Trust at the Purchase AmountRepurchase Amount in the manner set forth in Section 4.4. Upon any such repurchase, the Issuer Trustee on behalf of the Trust shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the IssuerTrustee, the Indenture Trustee Trust, or the Noteholders Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 2.2 or non-compliance with Section 2.1(c) or Section 2.1(h) shall be to require the Seller to repurchase Contracts pursuant to this Section; Section provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agentits officers, the Indenture Trusteedirectors, agents and employees, the Insurer, the Issuer Trust and the Noteholders Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. (a) The representations and warranties of the Seller set forth in Section 2.02 3.01 with respect to each Contract and each shall survive the sale of the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date Purchaser and sale of Prefunded Contracts shall survive delivery inure to the benefit of the Contract Documents and shall continue until the termination of this AgreementPurchaser. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee Seller or the Trust Agent Purchaser that any of such the representations and warranties in Section 3.01 was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Custodian, such Person the Seller or the Purchaser, as the case may be, making such discovery shall give prompt notice to the other such Personsother. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Indenture Trustee, the Issuer or the InsurerPurchaser, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if . If the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee Purchaser of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at Purchaser for an amount equal to the Purchase Amountrelated Repurchase Amount in the manner set forth in Section 3.02(b). Upon any such repurchase, the Issuer Purchaser shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any title to the Contract purchased hereunderso repurchased; such instruments of transfer or assignment to be prepared by the Seller at the Seller’s expense. The sole remedy It is understood and agreed that the obligations of the Issuer, Seller set forth in this Section 3.02 to cure and repurchase a defective Contract and to indemnify the Indenture Trustee or Seller Indemnified Parties as provided in Section 4.02 constitutes the Noteholders sole remedies with respect to a breach of the Seller's ’s representations and warranties pursuant to Section 2.02 shall be to require the Seller to repurchase Contracts pursuant to this Sectionwarranties; provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders Purchaser against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Any costs or expenses incurred by the Purchaser, including reasonable fees and expenses of counsel, in connection with the transfer or assignment of Contracts back to the Seller, shall be reimbursed by the Seller within two Business Days of receipt of an invoice from the Purchaser. This Section shall survive the termination of this Agreement.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 with respect to each Contract and each of 2.02(b) shall survive the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, Trustee or the Indenture Trustee or the Trust Agent that any of such representations and warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the CustodianCustodian or its agent, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest in the Contract of the Noteholders, the Indenture Trustee, the Issuer or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to does not do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at the Purchase Amount. Upon any such repurchase, the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the Issuer, the Indenture Trustee or the Noteholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 shall be to require the Seller to repurchase Contracts pursuant to this Section; provided, however, provided that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 with respect to each Contract and each of the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts 3.01 shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the CustodianOwner Trustee (or the Servicer in its capacity as custodian of the Owner Trustee pursuant to Section 3.03), such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee, the Issuer or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Owner Trustee of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at the Purchase AmountRepurchase Amount in the manner set forth in Section 5.04. Upon any such repurchasepurchase, the Issuer Owner Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Noteholders Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 3.01 shall be to require the Seller to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 with respect to each Contract 2.02(b) and each of (c) shall survive the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, Trustee or the Indenture Trustee or the Trust Agent that any of such representations and warranties was incorrect incorrect, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the CustodianCustodian or its agent, such Person making such discovery shall give prompt notice to the other such Persons. If Without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, if any such defect, incorrectness or omission materially and adversely affects the interest in the Contract of the Noteholders, the Indenture Trustee, the Issuer or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to does not do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee of such defect, incorrectness or omission, it the Seller shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at the Purchase Amount. Upon any such repurchase, the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The Except as provided in Section 5.01, the sole remedy of the Issuer, the Indenture Trustee Trustee, the Insurer or the Noteholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 shall be to require the Seller to repurchase Contracts pursuant to this SectionSection 2.03; provided, however, provided that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 with respect to each Contract and each of the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, the Indenture Trustee or the Trust Agent that any of such representations and warranties was incorrect or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Custodian, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Issuer or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee of such defect, incorrectness or omission, it shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at the Purchase Amount. Upon any such repurchase, the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The sole remedy of the Issuer, the Indenture Trustee or the Noteholders Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 shall be to require the Seller to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

REPURCHASE OF CERTAIN CONTRACTS. The representations and warranties of the Seller set forth in Section 2.02 with respect to each Contract 2.02(b) and each of (c) shall survive the conditions set forth in Section 2.01(c) with respect to each transfer of Prefunded Contracts and Section 2.01(j) with respect to the Prefunding Closing Date and sale of Prefunded Contracts shall survive delivery of the Contract Documents and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Servicer, the Insurer or a Responsible Officer of the Owner Trustee, Trustee or the Indenture Trustee or the Trust Agent that any of such representations and warranties was incorrect incorrect, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, or that any of such conditions was unsatisfied as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the CustodianCustodian or its agent, such Person making such discovery shall give prompt notice to the other such Persons. If Without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, if any such defect, incorrectness or omission materially and adversely affects the interest in the Contract of the Noteholders, the Indenture Trustee, the Issuer or the Insurer, the Seller shall cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made; provided that if the Seller is unable to does not do so by the last day of the Collection Period following the Collection Period (or, if the Seller elects, the last day of such Collection Period) during which the Seller becomes aware of or receives written notice from the Servicer, the Insurer or the Indenture Trustee of such defect, incorrectness or omission, it the Seller shall repurchase such Contract on the last day of the applicable Collection Period from the Issuer at the Purchase Amount. Upon any such repurchase, the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller any Contract purchased hereunder. The Except as provided in Section 5.01, the sole remedy of the Issuer, the Indenture Trustee Trustee, the Insurer or the Noteholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 shall be to require the Seller to repurchase Contracts pursuant to this Section; provided, however, provided that the Seller shall indemnify the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Issuer and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.