Repurchase or Substitution of Certain Term Assets by the Term 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 2.2 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 Term Asset Provider and require that the Term Asset Provider deliver such missing document or cure such defect within 60 days from the date on which such Term Asset Provider was first notified of such missing document or defect, and if such Term 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 Term Asset Provider's obligation, if any, under the related Term Asset Purchase Agreement to repurchase such Term Asset from the Trustee at the applicable Purchase Price within 90 days after the date on which the Term Asset Provider was first notified of such missing document or defect. The Purchase Price for the repurchased Term 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 Term 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 Term Asset Provider any Term 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 Term Asset Provider may, as an alternative to repurchasing any such Term Asset as provided above, if and to the extent so provided in the Term Asset Purchase Agreement, cause such Term Asset to be removed from the Trust (in which case it shall become a Deleted Term Asset) by agreeing to substitute one or more Qualified Substitute Term Assets in the manner and subject to the limitations set forth in Section 2.3(b) and the related Series Supplement. It is understood and agreed that the obligation of the Term Asset Provider to repurchase or substitute for any Term 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 Term Asset, regardless of whether the Term Asset Provider defaults on its obligation to repurchase or substitute for such a Term 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 Term Asset for which the Depositor or the Term Asset Provider substitutes a Qualified Substitute Term Asset or Assets, such substitution shall be effected by the Depositor or Term Asset Provider delivering to the Trustee or a custodian on its behalf such Qualified Substitute Term Asset or Assets and such documents and agreements, with all necessary endorsements thereon, as would be required under the terms of Section 2.1, together with an Officer's Certificate of the Depositor or relevant Term Asset Provider certifying that each such Qualified Substitute Term Asset satisfies the definition thereof and the requirements under this Section. The Trustee or such custodian shall acknowledge receipt of such Qualified Substitute Term Asset or Assets and, within five Business Days thereafter, review such documents in the manner specified in Section 2.
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Samples: Base Trust Agreement (Structured Products Corp), Base Trust Agreement (Structured Products Corp), Base Trust Agreement (Structured Products Corp)
Repurchase or Substitution of Certain Term Assets by the Term 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 2.2 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 Term Asset Provider and require that the Term Asset Provider deliver such missing document or cure such defect within 60 days from the date on which such Term Asset Provider was first notified of such missing document or defect, and if such Term 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 Term Asset Provider's obligation, if any, under the related Term Asset Purchase Agreement to repurchase such Term Asset from the Trustee at the applicable Purchase Price within 90 days after the date on which the Term Asset Provider was first notified of such missing document or defect. The Purchase Price for the repurchased Term 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 Term 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 Term Asset Provider any Term 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 Term Asset Provider may, as an alternative to repurchasing any such Term Asset as provided above, if and to the extent so provided in the Term Asset Purchase Agreement, cause such Term Asset to be removed from the Trust (in which case it shall become a Deleted Term Asset) by agreeing to substitute one or more Qualified Substitute Term Assets in the manner and subject to the limitations set forth in Section 2.3(b) and the related Series Supplement. It is understood and agreed that the obligation of the Term Asset Provider to repurchase or substitute for any Term 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 Term Asset, regardless of whether the Term Asset Provider defaults on its obligation to repurchase or substitute for such a Term 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 Term Asset for which the Depositor or the Term Asset Provider substitutes a Qualified Substitute Term Asset or Assets, such substitution shall be effected by the Depositor or Term Asset Provider delivering to the Trustee or a custodian on its behalf such Qualified Substitute Term Asset or Assets and such documents and agreements, with all necessary endorsements thereon, as would be required under the terms of Section 2.1, together with an Officer's Certificate of the Depositor or relevant Term Asset Provider certifying that each such Qualified Substitute Term Asset satisfies the definition thereof and the requirements under this Section. The Trustee or such custodian shall acknowledge receipt of such Qualified Substitute Term Asset or Assets and, within five Business Days thereafter, review such documents in the manner specified in Section 2.
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Repurchase or Substitution of Certain Term Assets by the Term 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 2.2 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 Term Asset Provider and require that the Term Asset Provider deliver such missing document or cure such defect within 60 days from the date on which such Term Asset Provider was first notified of such missing document or defect, and if such Term 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 Term Asset Provider's obligation, if any, under the related Term Asset Purchase Agreement to repurchase such Term Asset from the Trustee at the applicable Purchase Price within 90 days after the date on which the Term Asset Provider was first notified of such missing document or defect. The Purchase Price for the repurchased Term 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 Term 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 Term Asset Provider any Term 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 Term Asset Provider may, as an alternative to repurchasing any such Term Asset as provided above, if and to the extent so provided in the Term Asset Purchase Agreement, cause such Term Asset to be removed from the Trust (in which case it shall become a Deleted Term Asset) by agreeing to substitute one or more Qualified Substitute Term Assets in the manner and subject to the limitations set forth in Section 2.3(b) and the related Series Supplement. It is understood and agreed that the obligation of the Term Asset Provider to repurchase or substitute for any Term 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 Term Asset, regardless of whether the Term Asset Provider defaults on its obligation to repurchase or substitute for such a Term 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 Term Asset for which the Depositor or the Term Asset Provider substitutes a Qualified Substitute Term Asset or Assets, such substitution shall be effected by the Depositor or Term Asset Provider delivering to the Trustee or a custodian on its behalf such Qualified Substitute Term Asset or Assets and such documents and agreements, with all necessary endorsements thereon, as would be required under the terms of Section 2.1, together with an Officer's Certificate of the Depositor or relevant Term Asset Provider certifying that each such Qualified Substitute Term Asset satisfies the definition thereof and the requirements under this Section. The Trustee or such custodian shall acknowledge receipt of such Qualified Substitute Term Asset or Assets and, within five Business Days thereafter, review such documents in the manner specified in Section 2.terms
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Repurchase or Substitution of Certain Term Assets by the Term 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 2.2 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 ’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 Term Asset Provider and require that the Term Asset Provider deliver such missing document or cure such defect within 60 days from the date on which such Term Asset Provider was first notified of such missing document or defect, and if such Term 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 Term Asset Provider's ’s obligation, if any, under the related Term Asset Purchase Agreement to repurchase such Term Asset from the Trustee on behalf of the Trust at the applicable Purchase Price within 90 days after the date on which the Term Asset Provider was first notified of such missing document or defect. The Purchase Price for the repurchased Term Asset shall be delivered to the Administrative Agent, if any, or to the Trustee directly for deposit in credit to the Certificate Account and the Trustee, upon receipt either of certification by the Administrative Agent, if any, of such deposit credit or of such deposit credit directly, shall release to the Term Asset Provider the related documents in its possession and shall execute and deliver such instruments of transfer or assignmentassignment on behalf of the Trust, in each case without recourse, as shall be necessary to vest in the Term Asset Provider any Term 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 Term Asset Provider may, as an alternative to repurchasing any such Term Asset as provided above, if and to the extent so provided in the Term Asset Purchase Agreement, cause such Term Asset to be removed from the Trust (in which case it shall become a Deleted Term Asset) by agreeing to substitute one or more Qualified Substitute Term Assets in the manner and subject to the limitations set forth in Section 2.3(b) and the related Series Supplement. It is understood and agreed that the obligation of the Term Asset Provider to repurchase or substitute for any Term 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 Term Asset, regardless of whether the Term Asset Provider defaults on its obligation to repurchase or substitute for such a Term 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 Term Asset for which the Depositor or the Term Asset Provider substitutes a Qualified Substitute Term Asset or Assets, such substitution shall be effected by the Depositor or Term Asset Provider delivering to the Trustee or a custodian on its behalf such Qualified Substitute Term Asset or Assets and such documents and agreements, with all necessary endorsements thereon, as would be required under the terms of Section 2.1, together with an Officer's ’s Certificate of the Depositor or relevant Term Asset Provider certifying that each such Qualified Substitute Term Asset satisfies the definition thereof and the requirements under this Section. The Trustee or such custodian shall acknowledge receipt of such Qualified Substitute Term 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 Agency that such substitution has taken place and shall amend the Term Asset Schedule to reflect (with a copy of the amended Term Asset Schedule to the Trustee) the removal of such Deleted Term Asset from the terms of this Agreement and the substitution of the Qualified Substitute Term Asset or Assets. Upon such substitution, such Qualified Substitute Term Asset or Assets shall be subject to the terms of this Agreement in all respects, including those related to the representations and warranties included in the Term 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.
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