Common use of Repurchase of Mortgage Loans Clause in Contracts

Repurchase of Mortgage Loans. (a) The purchase price for any Mortgage Loan repurchased by the Seller pursuant to this Agreement shall be the Repurchase Price for such Mortgage Loan, provided that in the event that the Originator is obligated to repurchase a Mortgage Loan, and the purchase price therefor pursuant to the Mortgage Loan Purchase Agreement is greater than the Repurchase Price, the difference shall be paid to the Seller. The Repurchase Price for any Mortgage Loan repurchased pursuant to this Agreement shall be deposited into the Distribution Account. (b) The Custodian, upon receipt of a Request for Release from the Seller (which Request for Release shall include a certification by the Seller of the repurchase and the remittance of the Repurchase Price to the Securities Administrator for deposit into the Distribution Account), shall release to the Seller the related Mortgage File. The Trustee or its authorized designee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller may furnish to the Trustee or the Custodian and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto. None of the Trustee, the Securities Administrator, the Master Servicer or the Custodian shall have any responsibility for determining the sufficiency of such assignment for its intended purpose, and upon such release, the Trustee and the Custodian shall have no further responsibility with regard to such Mortgage File.

Repurchase of Mortgage Loans. (a) The purchase price for any If the Purchaser determines that a Mortgage Loan will or may be required to be repurchased from a third party or may be subject to a claim for indemnification pursuant to Section 12.02, in either case arising out of (x) the Pre-Closing Servicing Obligations or (y) a breach of the representations and warranties contained in Section 4.10, then in order to mitigate any losses the Seller may bear with respect to such Mortgage Loan, the Purchaser shall take such steps as it would take with respect to other comparable mortgage loans in its own portfolio. Such steps shall include using Commercially Reasonable Efforts to enforce any contractual remedies that may be available to the Purchaser under any agreement with any broker or correspondent; provided, however, that no failure of a broker or correspondent to perform its obligations under the applicable Contract shall relieve the Seller of its obligations hereunder. Such steps may also include entering into indemnification agreements with the applicable investors in lieu of repurchase; provided, however, that as a condition of entering into any such indemnification agreement with an investor, the Purchaser may require that the Seller provide to the Purchaser a "back-to-back" indemnification agreement with respect to the applicable Mortgage Loan(s). (b) If the Purchaser repurchases a Mortgage Loan as contemplated by the first sentence of the preceding paragraph, the Seller shall purchase such Mortgage Loan from the Purchaser for the price paid by the Purchaser to repurchase such Mortgage Loan. The Purchaser shall service each Mortgage Loan so repurchased by the Seller pursuant to this a Services Agreement shall be in form agreeable to the Repurchase Price for parties. In addition, with respect to each such repurchased Mortgage Loan, provided the Purchaser shall, at the Seller's request, exercise any contractual remedies that may be available against any applicable broker or correspondent. The Seller's obligations under this Section 10.18(b) shall terminate on the date which is eight years and six months after the Closing Date. For purposes of the monetary limitation described in Section 12.05(c) on the event that the Originator is obligated Seller's indemnification obligations with respect to repurchase a Mortgage Loan, and the purchase price therefor pursuant to the Mortgage Loan Purchase Agreement is greater than Claims after the Repurchase Priceseventh anniversary of the Closing Date, only actual monetary losses incurred by the difference shall be paid to the Seller. The Repurchase Price for any Seller upon complete liquidation of a Mortgage Loan repurchased pursuant to this Agreement Section 10.18 (rather than any gross repurchase price paid to the Purchaser) shall be deposited into the Distribution Accountconsidered Purchaser Indemnifiable Losses arising out of Mortgage Loan Claims. (bc) The CustodianAfter the Closing Date, upon receipt of a Request for Release from the Seller (which Request for Release shall include a certification by the Seller of the repurchase and the remittance of the Repurchase Price to the Securities Administrator for deposit into the Distribution Account), shall release to the Seller the related Mortgage File. The Trustee or its authorized designee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller may furnish repurchase mortgage loans in connection with the Retained Liabilities and request the Purchaser to service such mortgage loans on the Seller's behalf. In the event the Seller requests the Purchaser to perform such servicing, the Seller and the Purchaser shall enter into a Services Agreement in form agreeable to the Trustee parties. (d) The Seller shall indemnify the Purchaser for any losses or out-of-pocket costs or expenses incurred by the Custodian and as shall be necessary to vest Purchaser in performing its duties under Section 10.18, except for any such party any Mortgage Loan released pursuant hereto. None losses, costs or expenses arising from the negligence or willful misconduct of the Trustee, the Securities Administrator, the Master Servicer or the Custodian shall have any responsibility for determining the sufficiency of such assignment for its intended purpose, and upon such release, the Trustee and the Custodian shall have no further responsibility with regard to such Mortgage FilePurchaser.

Repurchase of Mortgage Loans. (a) The purchase price for any Mortgage Loan repurchased by the Seller pursuant to this Agreement shall be the Repurchase Price for such Mortgage Loan, provided that in the event that the Originator is obligated to repurchase a Mortgage Loan, and the purchase price therefor pursuant to the Mortgage Loan Purchase Agreement is greater than the Repurchase Price, the difference shall be paid to the Seller. The Repurchase Price for any Mortgage Loan repurchased pursuant to this Agreement shall be deposited into the Distribution Account. (b) The Custodian, upon receipt of a Request for Release from the Seller (which Request for Release shall include a certification by the Seller of the repurchase and the remittance of the Repurchase Price to the Securities Administrator for deposit into the Distribution Account), shall release to the Seller the related Mortgage File. The Trustee or its authorized designee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller may furnish to the Trustee or the Custodian and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto. None of the Trustee, the Securities Administrator, the Master Servicer or the Custodian shall have any responsibility for determining the sufficiency of such assignment for its intended purpose, and upon such release, the Trustee and the Custodian shall have no further responsibility with regard to such Mortgage File.

Repurchase of Mortgage Loans. (a) The purchase price for In connection with any repurchase request received from the Investor relating to a Mortgage Loan repurchased due to a breach of the representations and warranties by the Seller Seller, Purchaser shall act as Seller’s agent and on Seller’s behalf pursuant to this Agreement the terms of the Transition Services Agreement, and shall be use commercially reasonable efforts to appeal such requests if a reasonable good faith basis exists to do so. Subject to any limitations of the Repurchase Price for such applicable Investor, Purchaser may demand that Seller (i) repurchase from Purchaser the affected Mortgage Loan, provided that or (ii) provide Purchaser with the amount of funds necessary to repurchase such Mortgage Loans. To the extent permitted by the applicable Investor, Purchaser shall use commercially reasonable efforts, at Seller's sole cost and expense, to cure any defects in the event that the Originator affected Servicing Rights and Mortgage Loans. Subject to Applicable Servicing Requirements, when Seller is obligated required to repurchase either purchase a Mortgage Loan, such purchase or repurchase shall be accomplished within thirty (30) Business Days following receipt from Purchaser of written demand pursuant hereto. Upon completion of such repurchase by Seller, Purchaser shall forward to Seller all servicing records and all documents relating to such repurchased Mortgage Loan. Upon repurchase of a Mortgage Loan, Purchaser shall thereafter subservice such repurchased Mortgage Loan on the purchase price therefor same terms and conditions as are set forth in the Subservicing Agreement (notwithstanding the expiration or termination of the Subservicing Agreement). Purchaser shall retain the subservicing fee from the date of repurchase until the later of the date upon with the repurchased Mortgage Loan is transferred to another Servicer or the date upon which such Mortgage Loan is paid in full. Seller shall receive a servicing fee equal to the Servicing Fee, net of the subservicing fee retained by Purchaser, from the date of repurchase until the transfer of the repurchased Mortgage Loan or the date upon which such Mortgage Loan is paid in full. The Servicer will subservice the repurchased Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement is greater than the Repurchase PriceApplicable Servicing Requirements; provided however, the difference such servicing shall be paid to the Seller. The Repurchase Price for any Mortgage Loan repurchased pursuant to this Agreement shall be deposited into the Distribution Accounton an actual/actual basis. (b) The Custodian, upon receipt of a Request for Release from the Seller (which Request for Release shall include a certification by the Seller of the repurchase and the remittance of the Repurchase Price to the Securities Administrator for deposit into the Distribution Account), shall release to the Seller the related Mortgage File. The Trustee or its authorized designee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller may furnish to the Trustee or the Custodian and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto. None of the Trustee, the Securities Administrator, the Master Servicer or the Custodian shall have any responsibility for determining the sufficiency of such assignment for its intended purpose, and upon such release, the Trustee and the Custodian shall have no further responsibility with regard to such Mortgage File.

Repurchase of Mortgage Loans. (a) The purchase price for any Mortgage Loan repurchased by the Seller pursuant to this Agreement shall be the Repurchase Price for such Mortgage Loan, provided that in the event that the Originator is obligated to repurchase a Mortgage Loan, and the purchase price therefor pursuant to the Mortgage Loan Purchase Agreement is greater than the Repurchase Price, the difference shall be paid to the Seller. The Repurchase Price for any Mortgage Loan repurchased pursuant to this Agreement shall be deposited into the Distribution Payment Account. (b) The Custodian, upon receipt of a Request for Release from the Seller (which Request for Release shall include a certification by the Seller of the repurchase and the remittance of the Repurchase Price to the Securities Administrator for deposit into the Distribution Payment Account), shall release to the Seller the related Mortgage File. The Indenture Trustee or its authorized designee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller may furnish to the Indenture Trustee or the Custodian and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto. None of the Indenture Trustee, the Securities Administrator, the Master Servicer or the Custodian shall have any responsibility for determining the sufficiency of such assignment for its intended purpose, and upon such release, the Indenture Trustee and the Custodian shall have no further responsibility with regard to such Mortgage File.