Common use of Repurchase of Certain Mortgage Loans; Premium Protection Clause in Contracts

Repurchase of Certain Mortgage Loans; Premium Protection. (a) In the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date and the initial Monthly Payment is not made by the related Mortgagor within thirty (30) days of such Due Date or (ii) the first Monthly Payment on any Mortgage Loan due following the Cut-off Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, then, in each such case, the Seller shall repurchase the affected Mortgage Loans at the Repurchase Price, which shall be paid as provided for in Subsection 7.03. The Seller shall notify the Purchaser of any such default under this Subsection 7.04(a) within thirty (30) days of any such Mortgage Loan becoming thirty (30) days delinquent. (b) In the event that any Mortgage Loan prepays-in-full within three (3) months following the related Closing Date, Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Any such amount payable pursuant to the preceding sentence shall be reduced, but not below zero dollars, by the amount of any Prepayment Charges collected by the Initial Purchaser with respect to such Mortgage Loan. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. (c) In the event that any Mortgage Loan is repurchased pursuant to Section 7.03 or 7.04(a), in addition to its obligations under Section 7.03 and 7.04(a), Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the date of repurchase. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser.

Repurchase of Certain Mortgage Loans; Premium Protection. (a) In the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date and the initial Monthly Payment is not made by the related Mortgagor within thirty (30) days of such Due Date or (ii) the first first, second or third Monthly Payment on any Mortgage Loan due following the Cut-off Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, then, in each such case, the Seller shall (a) repurchase the affected Mortgage Loans at the Repurchase Price, which shall be paid as provided for in Subsection 7.037.03 or (b) substitute a Mortgage Loan acceptable to the Purchaser in its sole discretion in accordance with Subsection 7.03 hereof. The Seller Servicer shall notify the Purchaser of any such default under this Subsection 7.04(a) within thirty (30) days of any such Mortgage Loan becoming thirty (30) days delinquent. (b) In the event that any Mortgage Loan prepays-in-full within three ninety (390) months days following the related Closing Date, Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Any such amount payable pursuant to the preceding sentence shall be reduced, but not below zero dollars, by the amount of any Prepayment Charges collected by the Initial Purchaser with respect to such Mortgage Loan. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. (c) In the event that any Mortgage Loan is repurchased pursuant to Section 7.03 or 7.04(a), in addition to its obligations under Section 7.03 and 7.04(a), Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the date of repurchase. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable solely by the Initial Purchaser.

Repurchase of Certain Mortgage Loans; Premium Protection. (a) In the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date and the initial Monthly Payment is not made by the related Mortgagor within thirty (30) days of such Due Date or (ii) any of the first first, second or third Monthly Payment Payments on any Mortgage Loan due following the Cut-off Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, then, in each such case, the Seller shall repurchase the affected Mortgage Loans at the Repurchase Price, which shall be paid as provided for in Subsection 7.03. The Seller shall notify the Purchaser of any such default under this Subsection 7.04(a) within thirty (30) days of any such Mortgage Loan becoming thirty (30) days delinquent. (b) In the event that any Mortgage Loan prepays-in-full within three ninety (390) months days following the related Closing Date, Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Any such amount payable pursuant to the preceding sentence shall be reduced, but not below zero dollars, by the amount of any Prepayment Charges collected by the Initial Purchaser with respect to such Mortgage Loan. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. (c) In the event that any Mortgage Loan is repurchased pursuant to Section 7.03 or 7.04(a), in addition to its obligations under Section 7.03 and 7.04(a), Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the date of repurchase. Such obligation to Upon any assignment of a Mortgage Loan and/or this Agreement, the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchasermay at its option retain its rights under this Section 7.04(c) notwithstanding such assignment.

Repurchase of Certain Mortgage Loans; Premium Protection. (a) In the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date and the initial Monthly Payment is not made by the related Mortgagor within thirty (30) days of such Due Date or (ii) the first Monthly Payment on any Mortgage Loan due following the Cut-off Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, then, in each such case, the Seller shall repurchase the affected Mortgage Loans at the Repurchase Price, which shall be paid as provided for in Subsection 7.03. The Seller shall Purchaser agrees to notify the Purchaser Seller within ninety (90) days following the date on which any Mortgage Loan to be repurchased hereunder becomes thirty (30) days delinquent of any the occurrence of such default under this Subsection 7.04(a) within thirty (30) days of any such Mortgage Loan becoming thirty (30) days delinquent). (b) In the event that any Mortgage Loan prepays-in-full within three (3) months following the related Closing DateDate (or such other period specified in the related Confirmation), Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Any such amount payable pursuant to the preceding sentence shall be reduced, but not below zero dollars, by the amount of any Prepayment Charges collected by the Initial Purchaser Date less (iii) (A) with respect to any payment made during the Interim Servicing Period, any prepayment penalties received or waived by Purchaser or its successor in interest, or (B) with respect to any payment made following the Servicing Transfer Date, any prepayment penalties provided for in the related Mortgage Note, unless such Mortgage Loanprepayment penalty is unenforceable pursuant to applicable state or federal law. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. (c) In the event that any Mortgage Loan is repurchased pursuant to Section 7.03 or 7.04(a), in addition to its obligations under Section 7.03 and 7.04(a), Seller shall remit to the Initial Purchaser an amount equal to (1) during the first twelve (12) months following the related Closing Date, the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the date of repurchase, or (2) thereafter (i) the outstanding principal balance of such Mortgage Loan as of the date of repurchase, plus (ii) accrued interest thereon to the day prior to the day of repurchase. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser.

Repurchase of Certain Mortgage Loans; Premium Protection. (a) In the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date and the initial Monthly Payment is not made by the related Mortgagor within thirty (30) days of such Due Date or (ii) the first Monthly Payment on any Mortgage Loan due following the Cut-off Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, then, in each such case, the Seller shall repurchase the affected Mortgage Loans at the Repurchase Price, which shall be paid as provided for in Subsection 7.03Price within thirty (30) Business Days following receipt of notice from the Purchaser of such payment default. The Seller shall notify the Purchaser of any such default under this Subsection 7.04(a) within thirty (30) days of any such Mortgage Loan becoming thirty (30) days delinquent. Notwithstanding the foregoing, the Seller’s obligation to repurchase such Mortgage Loan shall be conditioned upon the Purchaser providing written notice to the Seller with 90 days of such payment default. (b) In the event that any Mortgage Loan prepays-in-full within the earlier of (a) three (3) months following the related Closing DateDate and (b) and the date of any Pass-Through Transfer, Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Any Date (The “Premium Recapture Amount”), provided that (a) if Purchaser has received the full and legally enforceable Prepayment Charge for such amount payable pursuant Mortgage Loan, the Seller shall pay to the preceding sentence shall be reduced, but not below zero dollars, by Purchaser an amount equal to (i) the Premium Recapture Amount less (ii) the amount of any such Prepayment Charges collected by the Initial Purchaser with respect to such Mortgage LoanCharge, which amount shall not be less than zero. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. (c) In the event that any Mortgage Loan is repurchased pursuant to Section 7.03 or 7.04(a), in addition to its obligations under Section 7.03 and 7.04(a), Seller shall remit to the Initial Purchaser Purchaser, within fifteen (15) days of the Initial Purchaser’s request, an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the date of repurchase. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser.

Repurchase of Certain Mortgage Loans; Premium Protection. (a) In the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date and the initial Monthly Payment is not made by the related Mortgagor within thirty (30) days of such Due Date or (ii) the first Monthly Payment on any Mortgage Loan due following the Cut-off Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, then, in each such case, the Seller shall repurchase the affected Mortgage Loans within five (5) Business Days following receipt of notice from Initial Purchaser requesting such amount at the Repurchase Price, which shall be paid as provided for in Subsection 7.03. The Seller shall notify the Purchaser of any such default under this Subsection 7.04(a) within thirty (30) days of any such Mortgage Loan becoming thirty (30) days delinquent. (b) In the event that any Mortgage Loan prepays-in-full within three (3) months following the related Closing Date, Seller shall remit to the Initial Purchaser, within thirty (30) days following the receipt of notice from Initial Purchaser requesting such amount, an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Any such amount payable pursuant to the preceding sentence shall be reduced, but not below zero dollars, by the amount of any Prepayment Charges collected by the Initial Purchaser with respect to such Mortgage Loan. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. Notwithstanding any contrary provisions hereof, Seller shall have no obligation under this Subsection (b) with respect to any such prepaid Mortgage Loan, unless the Initial Purchaser gives written notice to Seller, within sixty (60) days after such prepayment, requesting that the Seller remit such amount to the Initial Purchaser. (c) In the event that any Mortgage Loan is repurchased pursuant to Section 7.03 or 7.04(a), in addition to its obligations under Section 7.03 and 7.04(a), Seller shall remit to the Initial Purchaser, within thirty (30) days following the receipt of notice from Initial Purchaser requesting such amount, an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the date of repurchase. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. Notwithstanding any contrary provisions hereof, Seller shall have no obligation to remit such amount with respect to any such repurchased Mortgage Loan unless the Initial Purchaser gives written notice to Seller within sixty (60) days after the expiration of the related cure period, requesting that the Seller remit such amount to the Initial Purchaser.

Repurchase of Certain Mortgage Loans; Premium Protection. (a) In the event that (i) the All Mortgage Loans with a first Due Date for a Mortgage Loan is prior to the Cut-off Closing Date will be current as of the Closing Date and will make the initial Monthly next contractual Payment is not made by due to the related Mortgagor within thirty (30) days of such Due Date or (ii) the first Monthly Payment on any Mortgage Loan due Purchaser following the Cut-off Closing Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, thenand any loan with a first Due Date on or after the Closing Date will make such contractual Payment within thirty days of the related Due Date or, in each such case, the Seller shall repurchase the affected such Mortgage Loans Loan will be repurchased at the Repurchase Price, which shall be paid as provided for in Subsection 7.03. The Seller shall notify the Purchaser of any such default under this Subsection 7.04(a) within thirty (30) days of any such Mortgage Loan becoming thirty (30) days delinquent. (b) In the event that any Mortgage Loan prepays-in-full within three (3) months following the related Closing Date, Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Any Date (the “Premium Recapture Amount”); provided, however, that such Premium Recapture Amount shall be subject to reduction (the maximum amount payable pursuant of such reduction limited to the preceding sentence shall be reduced, but not below zero dollars, Premium Recapture Amount) to the extent of any legally enforceable Prepayment Charge received by the amount of any Prepayment Charges collected by the Initial Purchaser in connection with respect to such Mortgage Loan. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. (c) In the event that any Mortgage Loan is repurchased pursuant to Section 7.03 or 7.04(a), in addition to its obligations under Section 7.03 and 7.04(a), Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the date of repurchase. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser.

Repurchase of Certain Mortgage Loans; Premium Protection. (a) In the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date and the initial Monthly Payment is not made by the related Mortgagor within thirty (30) days of such Due Date or (ii) If the first Monthly Payment on any Mortgage Loan due following the related Cut-off Off Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, then, in each such case, then the Seller shall repurchase the affected Mortgage Loans at the Repurchase Price, which shall be paid as provided for in Subsection 7.03. The Seller shall notify the Purchaser of any such default under this Subsection 7.04(a) within thirty (30) days of any such Mortgage Loan becoming thirty (30) days delinquent. (b) In the event that any Mortgage Loan prepays-in-full within three thirty (330) months days following the related Closing Date, Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Any such amount payable pursuant to the preceding sentence shall be reduced, but not below zero dollars, by the amount of any Prepayment Charges collected by the Initial Purchaser with respect to such Mortgage Loan. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. (c) In Notwithstanding any assignment of this Agreement, in the event that any Mortgage Loan is repurchased pursuant to Section 7.03 or 7.04(a), in addition to its obligations under Section 7.03 and 7.04(a), Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the date of repurchase. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser.

Repurchase of Certain Mortgage Loans; Premium Protection. (a) In the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date and the initial Monthly Payment is not made by the related Mortgagor within thirty (30) calendar days of such Due Date or (ii) the first Monthly Payment on any Mortgage Loan due following the Cut-off Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, then, in each such case, the Seller shall repurchase the affected Mortgage Loans Loans, within fifteen (15) calendar days of the Initial Purchaser’s request, at the Repurchase Price, which shall be paid as provided for in Subsection 7.03. The Seller shall notify the Purchaser of any such default under this Subsection 7.04(a) within thirty (30) days of any such Mortgage Loan becoming thirty (30) days delinquent. (b) In the event that any Mortgage Loan prepays-in-full within three six (36) months following the related Closing Date, Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Any such amount payable pursuant to the preceding sentence shall be reduced, but not below zero dollars, by the amount of any Prepayment Charges collected by the Initial Purchaser with respect to such Mortgage Loan. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. (c) In the event that any Mortgage Loan is repurchased pursuant to Section 7.03 or 7.04(a), in addition to its obligations under Section 7.03 and 7.04(a), Seller shall remit to the Initial Purchaser Purchaser, within fifteen (15) calendar days of the Initial Purchaser’s request, an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the date of repurchase. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser.

Repurchase of Certain Mortgage Loans; Premium Protection. (a) In the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date and the initial Monthly Payment is not made by the related Mortgagor within thirty (30) days of such Due Date or (ii) the first Monthly Payment on any Mortgage Loan due following the Cut-off Date is not made by the related Mortgagor within thirty (30) days of the related Due Date, then, in each such case, the Seller shall repurchase the affected Mortgage Loans at the Repurchase Price, which shall be paid as provided for in Subsection 7.03. The Seller shall notify the Purchaser of any such default under this Subsection 7.04(a) within thirty (30) days of any such Mortgage Loan becoming thirty (30) days delinquent. (b) In the event that any Mortgage Loan prepays-in-full within three (3) months following the related Closing Date, Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation Commitment Letter as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance of such Mortgage Loan as of the Cut-off Date. Any such amount payable pursuant to the preceding sentence shall be reduced, but not below zero dollars, by the amount of any Prepayment Charges collected by the Initial Purchaser with respect to such Mortgage Loan. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser. (c) In the event that any Mortgage Loan is repurchased pursuant to Section 7.03 or 7.04(a), in addition to its obligations under Section 7.03 and 7.04(a), Seller shall remit to the Initial Purchaser an amount equal to the product of (i) the excess of (A) the percentage of par as stated in the related Confirmation as the purchase price percentage (subject to adjustment as provided therein) over (B) 100%, times (ii) the outstanding principal balance Repurchase Price of such Mortgage Loan as of the date of repurchase. Such obligation to the Initial Purchaser shall survive any sale or assignment of the Mortgage Loans by the Initial Purchaser to any third party and shall be independently enforceable by the Initial Purchaser.