Common use of Repurchase or Substitution of Certain Deposited Assets by the Deposited Asset Provider Clause in Contracts

Repurchase or Substitution of Certain Deposited Assets by the Deposited Asset Provider. (a) If and to the extent provided for in a Series Supplement relating to a given Series of Certificates, upon discovery or receipt of notice pursuant to Section 2.02 that a document is missing or defective, the Trustee shall immediately notify the Depositor, the Administrative Agent, if any, and the Rating Agency that such document is defective or missing and, unless the Depositor provides to the Trustee an Officer's Certificate stating such missing or defective document will not have a materially adverse effect on the related Trust, the Administrative Agent, if any, or the Trustee shall immediately so notify the Deposited Asset Provider and require that the Deposited Asset Provider deliver such missing document or cure such defect within 60 days from the date on which such Deposited Asset Provider was first notified of such missing document or defect, and if such Deposited Asset Provider does not deliver such missing document or cure such defect in all material respects during such period, the Administrative Agent, if any, or the Trustee shall use its best efforts to enforce the Deposited Asset Provider's obligation, if any, under the related Deposited Asset Purchase Agreement to repurchase such Deposited Asset from the Trustee at the applicable Purchase Price within 90 days after the date on which the Deposited Asset Provider was first notified of such missing document or defect. The Purchase Price for the repurchased Deposited Asset shall be delivered to the Administrative Agent, if any, or to the Trustee directly for deposit in the Certificate Account and the Trustee, upon receipt either of certification by the Administrative Agent, if any, of such deposit or of such deposit directly, shall release to the Deposited Asset Provider the related documents in its possession and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Deposited Asset Provider any Deposited Asset released pursuant hereto, and the Trustee shall have no further obligations with regard to such documents. The foregoing notwithstanding, if and to the extent the Series Supplement provides, the Deposited Asset Provider may, as an alternative to repurchasing any such Deposited Asset as provided above, if and to the extent so provided in the Deposited Asset Purchase Agreement, cause such Deposited Asset to be removed from the Trust (in which case it shall become a Deleted Deposited Asset) by agreeing to substitute one or more Qualified Substitute Deposited Assets in the manner and subject to the limitations set forth in Section 2.03(b) and the related Series Supplement. It is understood and agreed that the obligation of the Deposited Asset Provider to repurchase or substitute for any Deposited Asset as to which a constituent document is missing or a defect in a constituent document exists shall, if such defect is not cured or such missing document is not provided, constitute (unless otherwise specified in the applicable Series Supplement) the sole remedy respecting such omission or defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. It is further understood and agreed that, unless otherwise provided in the related Series Supplement, in no event shall either the Depositor or the Administrative Agent, if any, be obligated to repurchase or substitute for such a Deposited Asset, regardless of whether the Deposited Asset Provider defaults on its obligation to repurchase or substitute for such a Deposited Asset. (b) If and to the extent provided for in a Series Supplement relating to a given Series of Certificates, with respect to any Deleted Deposited Asset for which the Depositor or the Deposited Asset Provider substitutes a Qualified Substitute Deposited Asset or Assets, such substitution shall be effected by the Depositor or Deposited Asset Provider delivering to the Trustee or a custodian on its behalf such Qualified Substitute Deposited Asset or Assets and such documents and agreements, with all necessary endorsements thereon, as would be required under the terms of Section 2.01, together with an Officer's Certificate of the Depositor or relevant Deposited Asset Provider certifying that each such Qualified Substitute Deposited Asset satisfies the definition thereof and the requirements under this Section. The Trustee or such custodian shall acknowledge receipt of such Qualified Substitute Deposited Asset or Assets and, within five Business Days thereafter, review such documents in the manner specified in Section 2.

Repurchase or Substitution of Certain Deposited Assets by the Deposited Asset Provider. (a) If and to the extent provided for in a Series Supplement relating to a given Series of Certificates, upon discovery or receipt of notice pursuant to Section 2.02 2.2 that a document is missing or defective, the Trustee shall immediately notify the Depositor, the Administrative Agent, if any, and the Rating Agency that such document is defective or missing and, unless the Depositor provides to the Trustee an Officer's Certificate stating such missing or defective document will not have a materially adverse effect on the related Trust, the Administrative Agent, if any, or the Trustee shall immediately so notify the Deposited Asset Provider and require that the Deposited Asset Provider deliver such missing document or cure such defect within 60 days from the date on which such Deposited Asset Provider was first notified of such missing document or defect, and if such Deposited Asset Provider does not deliver such missing document or cure such defect in all material respects during such period, the Administrative Agent, if any, or the Trustee shall use its best efforts to enforce the Deposited Asset Provider's obligation, if any, under the related Deposited Asset Purchase Agreement to repurchase such Deposited Asset from the Trustee at the applicable Purchase Price within 90 days after the date on which the Deposited Asset Provider was first notified of such missing document or defect. The Purchase Price for the repurchased Deposited Asset shall be delivered to the Administrative Agent, if any, or to the Trustee directly for deposit in the Certificate Account and the Trustee, upon receipt either of certification by the Administrative Agent, if any, of such deposit or of such deposit directly, shall release to the Deposited Asset Provider the related documents in its possession and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Deposited Asset Provider any Deposited Asset released pursuant hereto, and the Trustee shall have no further obligations with regard to such documents. The foregoing notwithstanding, if and to the extent the Series Supplement provides, the Deposited Asset Provider may, as an alternative to repurchasing any such Deposited Asset as provided above, if and to the extent so provided in the Deposited Asset Purchase Agreement, cause such Deposited Asset to be removed from the Trust (in which case it shall become a Deleted Deposited Asset) by agreeing to substitute one or more Qualified Substitute Deposited Assets in the manner and subject to the limitations set forth in Section 2.03(b2.3(b) and the related Series Supplement. It is understood and agreed that the obligation of the Deposited Asset Provider to repurchase or substitute for any Deposited Asset as to which a constituent document is missing or a defect in a constituent document exists shall, if such defect is not cured or such missing document is not provided, constitute (unless otherwise specified in the applicable Series Supplement) the sole remedy respecting such omission or defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. It is further understood and agreed that, unless otherwise provided in the related Series Supplement, in no event shall either the Depositor or the Administrative Agent, if any, be obligated to repurchase or substitute for such a Deposited Asset, regardless of whether the Deposited Asset Provider defaults on its obligation to repurchase or substitute for such a Deposited Asset. (b) If and to the extent provided for in a Series Supplement relating to a given Series of Certificates, with respect to any Deleted Deposited Asset for which the Depositor or the Deposited Asset Provider substitutes a Qualified Substitute Deposited Asset or Assets, such substitution shall be effected by the Depositor or Deposited Asset Provider delivering to the Trustee or a custodian on its behalf such Qualified Substitute Deposited Asset or Assets and such documents and agreements, with all necessary endorsements thereon, as would be required under the terms of Section 2.012.1, together with an Officer's Certificate of the Depositor or relevant Deposited Asset Provider certifying that each such Qualified Substitute Deposited Asset satisfies the definition thereof and the requirements under this Section. The Trustee or such custodian shall acknowledge receipt of such Qualified Substitute Deposited Asset or Assets and, within five Business Days thereafter, review such documents in the manner specified in Section 2.or

Repurchase or Substitution of Certain Deposited Assets by the Deposited Asset Provider. (a) If and to the extent provided for in a Series Supplement relating to a given Series of Certificates, upon discovery or receipt of notice pursuant to Section 2.02 2.2 that a document is missing or defective, the Trustee shall immediately notify the Depositor, the Administrative Agent, if any, and the Rating Agency Agencies that such document is defective or missing and, unless the Depositor provides to the Trustee an Officer's ’s Certificate stating such missing or defective document will not have a materially adverse effect on the related Trust, the Administrative Agent, if any, or the Trustee shall immediately so notify the Deposited Asset Provider and require that the Deposited Asset Provider deliver such missing document or cure such defect within 60 days from the date on which such Deposited Asset Provider was first notified of such missing document or defect, and if such Deposited Asset Provider does not deliver such missing document or cure such defect in all material respects during such period, the Administrative Agent, if any, or the Trustee shall use its best efforts to enforce the Deposited Asset Provider's ’s obligation, if any, under the related Deposited Asset Purchase Agreement to repurchase such Deposited Asset Underlying Security from the Trustee at the applicable Purchase Price within 90 days after the date on which the Deposited Asset Provider was first notified of such missing document or defect. The Purchase Price for the repurchased Deposited Asset Underlying Security shall be delivered to the Administrative Agent, if any, or to the Trustee directly for deposit in the Certificate Account and the Trustee, upon receipt either of certification by the Administrative Agent, if any, of such deposit or of such deposit directly, shall release to the Deposited Asset Provider the related documents in its possession and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Deposited Asset Provider any Deposited Asset Underlying Security released pursuant hereto, and the Trustee shall have no further obligations with regard to such documents. The foregoing notwithstanding, if and to the extent the Series Supplement provides, the Deposited Asset Provider may, as an alternative to repurchasing any such Deposited Asset Underlying Security as provided above, if and to the extent so provided in the Deposited Asset Purchase Agreement, cause such Deposited Asset Underlying Security to be removed from the Trust (in which case it shall become a Deleted Deposited Asset) by agreeing to substitute one or more Qualified Substitute Deposited Assets in the manner and subject to the limitations set forth in Section 2.03(b2.3(b) and the related Series Supplement. It is understood and agreed that the obligation of the Deposited Asset Provider to repurchase or substitute for any Deposited Asset as to which a constituent document is missing or a defect in a constituent document exists shall, if such defect is not cured or such missing document is not provided, constitute (unless otherwise specified in the applicable Series Supplement) the sole remedy respecting such omission or defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. It is further understood and agreed that, unless otherwise provided in the related Series Supplement, in no event shall either the Depositor or the Administrative Agent, if any, be obligated to repurchase or substitute for such a Deposited Asset, regardless of whether the Deposited Asset Provider defaults on its obligation to repurchase or substitute for such a Deposited Asset. (b) If and to the extent provided for in a Series Supplement relating to a given Series of Certificates, with respect to any Deleted Deposited Asset for which the Depositor or the Deposited Asset Provider substitutes a Qualified Substitute Deposited Asset or Assets, such substitution shall be effected by the Depositor or Deposited Asset Provider delivering to the Trustee or the Securities Intermediary, as the case may be, or a custodian on its behalf such Qualified Substitute Deposited Asset or Assets and such documents and agreements, with all necessary endorsements thereon, as would be required under the terms of Section 2.012.1, together with an Officer's ’s Certificate of the Depositor or relevant Deposited Asset Provider certifying that each such Qualified Substitute Deposited Asset satisfies the definition thereof and the requirements under this Section. The Trustee or the Securities Intermediary, as the case may be, or such custodian shall acknowledge receipt of such Qualified Substitute Deposited Asset or Assets and, within five Business Days thereafter, review such documents in the manner specified in Section 22.2. The Depositor shall give or cause to be given written notice to the Certificateholders of such Series and the Rating Agencies that such substitution has taken place and shall amend the Deposited Assets Schedule to reflect the removal of such Deleted Deposited Asset from the terms of these Standard Terms and the substitution of the Qualified Substitute Deposited Asset or Assets. Upon such substitution, such Qualified Substitute Deposited Asset or Assets shall be subject to the terms of these Standard Terms in all respects, including those related to the representations and warranties included in the Deposited Asset Purchase Agreement as of the date of substitution. The terms upon which such substitution may be effected shall be specified in the applicable Series Supplement. (c) Unless otherwise provided in the Series Supplement, no substitution of Underlying Securities shall be effected unless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the effect that the substitution will not cause the Trust to be taxable as a corporation for federal income tax purposes.

Repurchase or Substitution of Certain Deposited Assets by the Deposited Asset Provider. (a) If and to the extent provided for in a Series Supplement relating to a given Series of Certificates, upon discovery or receipt of notice pursuant to Section 2.02 2.2 that a document is missing or defective, the Trustee shall immediately notify the Depositor, the Administrative Agent, if any, and the Rating Agency Agencies that such document is defective or missing and, unless the Depositor provides to the Trustee an Officer's Certificate stating such missing or defective document will not have a materially adverse effect on the related Trust, the Administrative Agent, if any, or the Trustee shall immediately so notify the Deposited Asset Provider and require that the Deposited Asset Provider deliver such missing document or cure such defect within 60 days from the date on which such Deposited Asset Provider was first notified of such missing document or defect, and if such Deposited Asset Provider does not deliver such missing document or cure such defect in all material respects during such period, the Administrative Agent, if any, or the Trustee shall use its best efforts to enforce the Deposited Asset Provider's obligation, if any, under the related Deposited Asset Purchase Agreement to repurchase such Deposited Asset Underlying Security from the Trustee at the applicable Purchase Price within 90 days after the date on which the Deposited Asset Provider was first notified of such missing document or defect. The Purchase Price for the repurchased Deposited Asset Underlying Security shall be delivered to the Administrative Agent, if any, or to the Trustee directly for deposit in the Certificate Account and the Trustee, upon receipt either of certification by the Administrative Agent, if any, of such deposit or of such deposit directly, shall release to the Deposited Asset Provider the related documents in its possession and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Deposited Asset Provider any Deposited Asset Underlying Security released pursuant hereto, and the Trustee shall have no further obligations with regard to such documents. The foregoing notwithstanding, if and to the extent the Series Supplement provides, the Deposited Asset Provider may, as an alternative to repurchasing any such Deposited Asset Underlying Security as provided above, if and to the extent so provided in the Deposited Asset Purchase Agreement, cause such Deposited Asset Underlying Security to be removed from the Trust (in which case it shall become a Deleted Deposited Asset) by agreeing to substitute one or more Qualified Substitute Deposited Assets in the manner and subject to the limitations set forth in Section 2.03(b2.3(b) and the related Series Supplement. It is understood and agreed that the obligation of the Deposited Asset Provider to repurchase or substitute for any Deposited Asset as to which a constituent document is missing or a defect in a constituent document exists shall, if such defect is not cured or such missing document is not provided, constitute (unless otherwise specified in the applicable Series Supplement) the sole remedy respecting such omission or defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. It is further understood and agreed that, unless otherwise provided in the related Series Supplement, in no event shall either the Depositor or the Administrative Agent, if any, be obligated to repurchase or substitute for such a Deposited Asset, regardless of whether the Deposited Asset Provider defaults on its obligation to repurchase or substitute for such a Deposited Asset. (b) If and to the extent provided for in a Series Supplement relating to a given Series of Certificates, with respect to any Deleted Deposited Asset for which the Depositor or the Deposited Asset Provider substitutes a Qualified Substitute Deposited Asset or Assets, such substitution shall be effected by the Depositor or Deposited Asset Provider delivering to the Trustee or a custodian on its behalf such Qualified Substitute Deposited Asset or Assets and such documents and agreements, with all necessary endorsements thereon, as would be required under the terms of Section 2.01, together with an Officer's Certificate of the Depositor or relevant Deposited Asset Provider certifying that each such Qualified Substitute Deposited Asset satisfies the definition thereof and the requirements under this Section. The Trustee or such custodian shall acknowledge receipt of such Qualified Substitute Deposited Asset or Assets and, within five Business Days thereafter, review such documents in the manner specified in Section 2.the