Common use of Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties Clause in Contracts

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee of a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 or Section 3.04 or as made or deemed made relating to any Initial Loan, Substitute Loan or Additional Loan, as applicable, that materially and adversely affects the interests of the Securityholders (each such Loan with respect to which such breach exists, an “Ineligible Loan”), the party discovering such breach or failure shall give prompt written notice to the other parties to this Agreement; provided that neither the Owner Trustee, the Backup Servicer, nor the Trustee shall have a duty or obligation (i) to inquire or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible Loan, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.04.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator as set forth in Section 3.01, Section 3.02 or 3.02, Section 3.04 3.03, Section 3.04, and Section 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan or Additional Loan, as applicableLoans, that materially and adversely affects the interests of the Securityholders (each Noteholders or any Swap Counterparty in such Loan with respect (in either case without regard to which such breach exists, the benefits of the Reserve Fund) (an “Ineligible Loan”), or of an inaccuracy with respect to the representations as to concentrations of the Initial Loans made under Section 3.05, the party discovering such the breach or failure shall give prompt written notice to the other parties (and the Servicer shall, pursuant to Section 11.01 of the Transfer and Servicing Agreement, with respect to an inaccuracy concerning concentrations, select one or more Loans, without employing adverse selection, to be the related Excess Loan for purposes of this AgreementSection); provided that neither the Owner Trusteeprovided, that, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller The Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Accountor Excess Loan, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Originator is able to effect a substitution for any such Ineligible Loan or Excess Loan in compliance with Section 2.04, the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; provided further that, effect with respect to a substitution for breach of representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected that, had such Loans not been included as part of the Loan with Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Originator described in accordance this Section 6.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII of the Transfer and Servicing Agreement or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 6.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator and the Trust Depositor as set forth in Section 3.01, Section 3.02 3.02, Section 3.03, Section 3.04, or Section 3.04 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan Loans or Additional LoanLoans, as applicable, that materially and adversely affects the interests interest of the Securityholders Noteholders or any Swap Counterparty in a Loan (each such Loan with respect in either case without regard to which such breach exists, the benefits of the Reserve Fund) (an “Ineligible Loan”), the party discovering such the breach or failure shall give prompt written notice to the other parties to this Agreementparties; provided that neither the Owner Trustee, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially warranties. The Trust Depositor and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Trust Depositor or the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided that if the Trust Depositor and the Originator are able to effect a substitution for any such Ineligible Loan in compliance with Section 2.04, the Trust Depositor and the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; and provided further that, effect with respect to a substitution for breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor and the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected that, had such Loans not been included as part of the Loan with Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Trust Depositor and the Originator described in accordance this Section 11.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 11.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator as set forth in Section Sections 3.01, Section 3.02 3.02, 3.03, 3.04, or Section 3.04 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan Loans or Additional LoanLoans, as applicable, that materially and adversely affects the interests of the Securityholders (each Noteholders or any Swap Counterparty in such Loan with respect (in either case without regard to which such breach exists, the benefits of the Reserve Fund) (an “Ineligible Loan”), the party discovering such the breach or failure shall give prompt written notice to the other parties to this Agreementparties; provided that neither the Owner Trustee, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller The Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided that if the Originator is able to effect a substitution for any such Ineligible Loan in compliance with Section 2.04, the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; and provided further that with respect to a breach of representation or warranty relating to the Loans in the aggregate and not to any particular Loan, effect the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such that, had such Loans not been included as part of the Loan Assets (and, in the case of a substitution for substitution, had such affected Loan with a Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Originator described in accordance this Section 6.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII of the Transfer and Servicing Agreement or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 6.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator as set forth in Section 3.01, Section 3.02 or 3.02, Section 3.04 3.03, Section 3.04, and Section 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan Loans or Additional LoanLoans, as applicable, that materially and adversely affects the interests of the Securityholders (each Noteholders or any Swap Counterparty in such Loan with respect (in either case without regard to which such breach exists, the benefits of the Reserve Fund) (an “Ineligible Loan”), the party discovering such the breach or failure shall give prompt written notice to the other parties to this Agreementparties; provided that neither the Owner Trusteeprovided, that, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller The Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Originator is able to effect a substitution for any such Ineligible Loan in compliance with Section 2.04, the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; provided further that, effect with respect to a substitution for breach of representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected that, had such Loans not been included as part of the Loan with Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Originator described in accordance this Section 6.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII of the Transfer and Servicing Agreement or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 6.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 3.02, Section 3.03 or Section 3.04 or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan Loans that materially and adversely affects the value of the Loans or Additional Loan, as applicable, that the interests of the Securityholders or the Hedge Counterparties therein or which materially and adversely affects the interests of the Securityholders or the Hedge Counterparties in the related Loan in the case of a representation or warranty relating to a particular Loan (each notwithstanding that such Loan with respect representation or warranty was made to which such breach exists, the Originator’s or the Trust Depositor’s best knowledge) (an “Ineligible Loan”), the party discovering such the breach or failure shall give prompt written notice to the other parties and to this Agreementeach Hedge Counterparty; provided that neither the Owner Trusteeprovided, that, the Backup Servicer, nor the Indenture Trustee shall have a no duty or obligation (i) to inquire or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of 116 notice of any breach of a representation or warranty, the Seller Originator or Trust Depositor shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Principal and Interest Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible LoanAmount, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, Issuer and effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.04, not later than the date a repurchase of such affected Loan would be required hereunder; provided, however, that with respect to a breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such that had such Loans not been included as part of the Loan Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan) there would have been no breach of such representation or warranty.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee Backup Servicer or a Responsible Officer of the Trustee of a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 3.02, or Section 3.04 or as made or deemed made in any notice relating to any Initial Loan, Substitute Loan or Additional LoanLoans, as applicable, that materially and adversely affects the interests of the Securityholders (each such Loan with respect to which such breach exists, an “Ineligible Loan”), the party discovering such breach or failure shall give prompt written notice to the other parties to this Agreement; provided that neither the Owner Trustee, Trustee nor the Backup Servicer, nor the Trustee Servicer shall have a duty or obligation (i) to discover or make an attempt to discover, inquire about or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Trust Depositor shall, or shall require the Seller shall pursuant to the Sale and Contribution Agreement to, and the Seller shall, (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible Loan, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.04Sections 2.04 and 2.06.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee of (i) a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 3.02, Section 3.03, or Section 3.04 or as made or deemed made in any Addition Notice relating to any Initial Loan, Additional Loans or Substitute Loan or Additional LoanLoans, as applicable, that materially and adversely affects the value of such Loans or the interests of the Securityholders therein or which materially and adversely affects the interests of the Securityholders in the related Loan in the case of a representation or warranty relating to a particular Loan (notwithstanding that such representation or warranty was made to the Originator’s or the Trust Depositor’s actual knowledge) or (ii) the failure of any Participated Loan (other than a Qualified Participated Loan) to be converted to a full assignment within 60 days following the Closing Date (each such Loan with respect to which such breach existsin clauses (i) and (ii) above, an “Ineligible Loan”), the party discovering such breach or failure shall give prompt written notice to the other parties to this Agreement; provided that neither the Owner Trustee, the Backup Servicer, Trustee nor the Trustee shall have a duty or obligation (i) to inquire or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warrantywarranty or a failure of any Participated Loan (other than a Qualified Participated Loan) to be converted to a full assignment, the Seller Trust Depositor shall, or shall require the Originator pursuant to the Loan Sale Agreement and the Originator shall, (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Principal and Interest Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible Loan, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, Collateral and effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.04, not later than the date a repurchase of such affected Loan would be required hereunder; provided that with respect to a breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor or the Originator, as applicable, may select Loans (without adverse selection) to repurchase (or substitute for) such that had such Loans not been included as part of the Loan Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan) there would have been no breach of such representation or warranty.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator and the Trust Depositor as set forth in Section 3.01, Section 3.02 or 3.02, Section 3.04 3.03, Section 3.04, and Section 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan Loans or Additional LoanLoans, as or applicable, that materially and adversely affects the interests interest of the Securityholders Noteholders or any Swap Counterparty in a Loan (each such Loan with respect in either case without regard to which such breach exists, the benefits of the Reserve Fund) (an “Ineligible Loan”), the party discovering such the breach or failure shall give prompt written notice to the other parties to this Agreementparties; provided that neither the Owner Trusteeprovided, that, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially warranties. The Trust Depositor and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Trust Depositor or the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Trust Depositor and the Originator are able to effect a substitution for any such Ineligible Loan in compliance with Section 2.04, the Trust Depositor and the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; and provided, effect further, that, with respect to a substitution for breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor and the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected that, had such Loans not been included as part of the Loan with Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Trust Depositor and the Originator described in accordance this Section 11.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 11.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator and the Trust Depositor as set forth in Section 3.01, Section 3.02 or 3.02, Section 3.04 3.03, Section 3.04, and Section 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan or Additional Loan, as applicableLoans, that materially and adversely affects the interests interest of the Securityholders Noteholders or any Swap Counterparty in a Loan (each such Loan in either case without regard to the benefits of the Reserve Fund) (an "Ineligible Loan"), or of an inaccuracy with respect to which such breach exists, an “Ineligible Loan”)the representations as to concentrations of the Initial Loans made under Section 3.05, the party discovering such the breach or failure shall give prompt written notice to the other parties (and the Servicer shall, with respect to an inaccuracy concerning concentrations, select one or more Loans, without employing adverse selection, to be the related Excess Loan for purposes of this AgreementSection 11.01); provided that neither the Owner Trusteeprovided, that, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially warranties. The Trust Depositor and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Accountor Excess Loan, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Trust Depositor or the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Trust Depositor and the Originator are able to effect a substitution for any such Ineligible Loan or Excess Loan in compliance with Section 2.04, the Trust Depositor and the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; and provided, effect further, that, with respect to a substitution for breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor and the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected that, had such Loans not been included as part of the Loan with Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Trust Depositor and the Originator described in accordance this Section 11.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 11.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator as set forth in Section 3.01, Section 3.02 or 3.02, Section 3.04 3.03, Section 3.04, and Section 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan or Additional Loan, as applicableLoans, that materially and adversely affects the interests of the Securityholders (each Noteholders or any Swap Counterparty in such Loan (in either case without regard to the benefits of the Reserve Fund) (an "Ineligible Loan"), or of an inaccuracy with respect to which such breach exists, an “Ineligible Loan”)the representations as to concentrations of the Initial Loans made under Section 3.05, the party discovering such the breach or failure shall give prompt written notice to the other parties (and the Servicer shall, pursuant to Section 11.01 of the Transfer and Servicing Agreement, with respect to an inaccuracy concerning concentrations, select one or more Loans, without employing adverse selection, to be the related Excess Loan for purposes of this AgreementSection); provided that neither the Owner Trusteeprovided, that, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller The Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Accountor Excess Loan, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Originator is able to effect a substitution for any such Ineligible Loan or Excess Loan in compliance with Section 2.04, the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; provided further that, effect with respect to a substitution for breach of representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected that, had such Loans not been included as part of the Loan with Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Originator described in accordance this Section 6.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII of the Transfer and Servicing Agreement or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 6.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee of a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 or Section 3.04 or as made or deemed made relating to any Initial Loan, Substitute Loan or Additional Loan, as applicable, that materially and adversely affects the interests of the Securityholders (each such Loan with respect to which such breach exists, an “Ineligible Loan”), the party discovering such breach or failure shall give prompt written notice to the other parties to this Agreement; provided that neither the Owner Trustee, the Backup Servicer, nor the Trustee shall have a duty or obligation (i) to inquire or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible Loan, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.04.. BUSINESS.29147458.4

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator and the Trust Depositor as set forth in Section 3.01, Section 3.02 or 3.02, Section 3.04 3.03, Section 3.04, and Section 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan or Additional Loan, as applicableLoans, that materially and adversely affects the interests interest of the Securityholders Noteholders or any Swap Counterparty in a Loan (each such Loan with respect in either case without regard to which such breach exists, the benefits of the Reserve Fund) (an “Ineligible Loan”), or of an inaccuracy with respect to the representations as to concentrations of the Initial Loans made under Section 3.05, the party discovering such the breach or failure shall give prompt written notice to the other parties (and the Servicer shall, with respect to an inaccuracy concerning concentrations, select one or more Loans, without employing adverse selection, to be the related Excess Loan for purposes of this AgreementSection 11.01); provided that neither the Owner Trusteeprovided, that, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially warranties. The Trust Depositor and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Accountor Excess Loan, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Trust Depositor or the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Trust Depositor and the Originator are able to effect a substitution for any such Ineligible Loan or Excess Loan in compliance with Section 2.04, the Trust Depositor and the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; and provided, effect further, that, with respect to a substitution for breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor and the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected that, had such Loans not been included as part of the Loan with Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Trust Depositor and the Originator described in accordance this Section 11.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 11.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator and the Trust Depositor as set forth in Section 3.01, Section 3.02 or 3.02, Section 3.04 3.03, Section 3.04, and Section 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan Loans or Additional LoanLoans, as applicable, that materially and adversely affects the interests interest of the Securityholders Noteholders or any Swap Counterparty in a Loan (each such Loan with respect in either case without regard to which such breach exists, the benefits of the Reserve Fund) (an “Ineligible Loan”), the party discovering such the breach or failure shall give prompt written notice to the other parties to this Agreementparties; provided that neither the Owner Trusteeprovided, that, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially warranties. The Trust Depositor and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Trust Depositor or the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Trust Depositor and the Originator are able to effect a substitution for any such Ineligible Loan in compliance with Section 2.04, the Trust Depositor and the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; and provided, effect further, that, with respect to a substitution for breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor and the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected that, had such Loans not been included as part of the Loan with Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Trust Depositor and the Originator described in accordance this Section 11.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 11.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 3.02, Section 3.03 or Section 3.04 or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Additional Loans or Substitute Loan Loans that materially and adversely affects the value of the Loans or Additional Loan, as applicable, that the interests of the Securityholders therein or which materially and adversely affects the interests of the Securityholders in the related Loan in the case of a representation or warranty relating to a particular Loan (each notwithstanding that such Loan with respect representation or warranty was made to which such breach exists, the Originator’s best knowledge) (an “Ineligible Loan”), the party discovering such the breach or failure shall give prompt written notice to the other parties to this Agreementparties; provided that provided, that, neither the Owner Trustee, the Backup Servicer, Trustee nor the Indenture Trustee shall have a duty or obligation (i) to inquire or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing on behalf of the Trust Depositor in the Lockbox Account, for further credit to the Collection Principal and Interest Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible LoanAmount, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, Issuer and effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.042.04 not later than the date a repurchase of such affected Loan would be required hereunder; provided, however, that with respect to a breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor or the Originator, as applicable, may select Loans (without adverse selection) to repurchase (or substitute for) such that had such Loans not been included as part of the Issuer (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan) there would have been no breach of such representation or warranty.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator as set forth in Section 3.01, Section 3.02 or 3.02, Section 3.04 3.03, Section 3.04, and Section 3.05 or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan or Additional Loan, as applicable, Loans that materially and adversely affects the interests interest of the Securityholders (each Trust, the Trust Depositor or their successors or assigns in such Loan (without regard to the benefits of the Reserve Fund) (an "INELIGIBLE LOAN"), or of an inaccuracy with respect to which such breach exists, an “Ineligible Loan”)the representations as to concentrations of the Initial Loans made under Section 3.05, the party discovering such the breach or failure shall give prompt written notice to the other parties (and the Servicer shall, with respect to an inaccuracy concerning concentrations, select one or more Loans, without employing adverse selection, to be the related Excess Loan for purposes of this Agreement; provided Section), PROVIDED, that neither the Owner Trustee, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller The Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Accountor Excess Loan, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; PROVIDED, HOWEVER, that if the Originator is able to effect a substitution for any such Ineligible Loan or Excess Loan in compliance with Section 2.04, the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, effect and provided further that with respect to a substitution for breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected Loan with that had such Loans not been included as part of the Trust Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Trust Assets instead of the selected Loan) there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Originator described in accordance this Section 11.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Trust. The repurchase obligation described in this Section 11.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, a Responsible Officer of the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee of a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 or Section 3.04 or as made or deemed made relating to any Initial Loan, Substitute Loan or Additional Loan, as applicable, that materially and adversely affects the interests of the Securityholders (each such Loan with respect to which such breach exists, an “Ineligible Loan”), the party discovering such breach or failure shall give prompt written notice to the other parties to this Agreement; provided that neither the Owner Trustee nor the Trustee shall have a duty or obligation to inquire or to investigate the breach of any of such representations or warranties; provided that neither the Owner Trustee, the Backup Servicer, Trustee nor the Trustee Backup Servicer shall have a duty or obligation (i) to discover or make an attempt to discover, inquire about or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible Loan, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.04.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator and the Trust Depositor as set forth in Section 3.01, Section 3.02 or 3.02, Section 3.04 3.03, Section 3.04, and Section 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan or Additional Loan, as applicableLoans, that materially and adversely affects the interests interest of the Securityholders Noteholders or any Swap Counterparty in a Loan (each such Loan with respect in either case without regard to which such breach exists, the benefits of the Reserve Fund) (an “Ineligible Loan”), or of an inaccuracy with respect to the representations as to concentrations of the Initial Loans made under Section 3.05, the party discovering such the breach or failure shall give prompt written notice to the other parties (and the Servicer shall, with respect to an inaccuracy concerning concentrations, select one or more Loans, without employing adverse selection, to be the related Excess Loan for purposes of this AgreementSection); provided that neither the Owner Trusteeprovided, that, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially warranties. The Trust Depositor and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Accountor Excess Loan, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Trust Depositor or the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Trust Depositor and the Originator are able to effect a substitution for any such Ineligible Loan or Excess Loan in compliance with Section 2.04, the Trust Depositor and the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; and provided, effect further, that, with respect to a substitution for breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor and the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected that, had such Loans not been included as part of the Loan with Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Trust Depositor and the Originator described in accordance this Section 11.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 11.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee of (i) a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 3.02, Section 3.03, or Section 3.04 or as made or deemed made in any Addition Notice or any Subsequent Transfer Agreement relating to any Initial Loan, Additional Loans and Substitute Loan Loans that materially and adversely affects the value of the Loans or Additional Loan, as applicable, that the interests of the Securityholders therein or which materially and adversely affects the interests of the Securityholders in the related Loan in the case of a representation or warranty relating to a particular Loan (notwithstanding that such representation or warranty was made to the Originator’s or the Trust Depositor’s actual knowledge) or (ii) the failure of any Participated Loan (other than a Qualified Participated Loan) to be converted to a full assignment within 60 days following the Closing Date (each such Loan with respect to which such breach existsin clauses (i) and (ii) above, an “Ineligible Loan”), the party discovering such the breach or failure shall give prompt written notice to the other parties to this Agreement; provided that neither the Owner Trustee, the Backup Servicer, Trustee nor the Trustee shall have a duty or obligation (i) to inquire or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warrantywarranty or a failure of any Participated Loan (other than a Qualified Participated Loan) to be converted to a full assignment, the Seller Trust Depositor shall, or shall require the Originator pursuant to the Loan Sale Agreement and the Originator shall, (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Principal and Interest Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible LoanAmount, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, Collateral and effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.04, not later than the date a repurchase of such affected Loan would be required hereunder; provided, however, that with respect to a breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor or the Originator, as applicable, may select Loans (without adverse selection) to repurchase (or substitute for) such that had such Loans not been included as part of the Loan Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan) there would have been no breach of such representation or warranty.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery or receipt of notice by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 3.02, Section 3.03 or Section 3.04 or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Additional Loans and Substitute Loan Loans that materially and adversely affects the value of the Loans or Additional Loan, as applicable, that the interests of the Noteholders or the Hedge Counterparties therein or which materially and adversely affects the interests of the Securityholders Noteholders or the Hedge Counterparties in the related Loan in the case of a representation or warranty relating to a particular Loan (each notwithstanding that such Loan with respect representation or warranty was made to which such breach exists, the Originator’s or the Trust Depositor’s best knowledge) (an “Ineligible Loan”), the party discovering such or receiving notice of the breach or failure shall give prompt written notice to the other parties and to this Agreementeach Hedge Counterparty; provided that neither the Owner Trustee, the Backup Servicer, nor the Indenture Trustee shall have a no duty or obligation (i) to inquire or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within If, within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller shall (a) promptly cure Originator or Trust Depositor has not cured such breach in all material respects, then the Originator or Trust Depositor must either (bi) repurchase each such Ineligible Loan by depositing in into the Lockbox Account, for further credit to the Collection Account, within such 30 day period, Principal and Interest Account an amount equal to the Transfer Deposit Repurchase Amount or (ii) substitute an Eligible Loan for such Ineligible Loan, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; provided that with respect to a breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, effect the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such that had such Loans not been included as part of the Loan Assets (and, in the case of a substitution for substitution, had such affected Loan with a Substitute Loan in accordance with been included as part of the substitution requirements set forth in Section 2.04Loan Assets instead of the selected Loan) there would have been no breach of such representation or warranty. The Repurchase Amount for a Loan may equal, exceed or be less than the fair market value of such Loan on the date of repurchase.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, subservicer or upon actual knowledge of a Responsible Officer of the Owner Trustee Backup Servicer or upon actual knowledge of a Responsible Officer of the Trustee of a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 3.02, or Section 3.04 or as made or deemed made in any notice relating to any Initial Loan, Additional Loans or Substitute Loan or Additional LoanLoans, as applicable, that materially and adversely affects the interests of the Securityholders (each such Loan with respect to which such breach exists, an “Ineligible Loan”), the party discovering such breach or failure (or, having actual knowledge of such breach or failure in the case of the Backup Servicer or Trustee) shall give prompt written notice to the other parties to this Agreement; provided that neither the Owner Trustee, Trustee nor the Backup Servicer, nor the Trustee Servicer shall have a duty or obligation (i) to discover or make an attempt to discover, inquire about or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Trust Depositor shall, or shall require the Seller shall pursuant to the Sale and Contribution Agreement to, and the Seller shall, (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible Loan, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.04Sections 2.04 and 2.06.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 3.02, Section 3.03, or Section 3.04 or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Additional Loans and Substitute Loan Loans that materially and adversely affects the value of the Loans or Additional Loan, as applicable, that the interests of the Securityholders therein or which materially and adversely affects the interests of the Securityholders in the related Loan in the case of a representation or warranty relating to a particular Loan (each notwithstanding that such Loan with respect representation or warranty was made to which such breach exists, the Originator’s or the Trust Depositor’s best knowledge) (an “Ineligible Loan”), the party discovering such the breach or failure shall give prompt written notice to the other parties to this Agreement; provided that provided, that, neither the Owner Trustee, the Backup Servicer, Trustee nor the Indenture Trustee shall have a duty or obligation (i) to inquire or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller Trust Depositor shall, or shall require the Originator pursuant to the Sale Agreement and the Originator shall, (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Principal and Interest Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible LoanAmount, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, Issuer and effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.04, not later than the date a repurchase of such affected Loan would be required hereunder; provided, however, that with respect to a breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor or the Originator, as applicable, may select Loans (without adverse selection) to repurchase (or substitute for) such that had such Loans not been included as part of the Loan Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan) there would have been no breach of such representation or warranty.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee of (i) a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 3.02, Section 3.03, or Section 3.04 or as made or deemed made in any Addition Notice relating to any Initial Loan, Additional Loans and Substitute Loan Loans that materially and adversely affects the value of the Loans or Additional Loan, as applicable, that the interests of the Securityholders therein or which materially and adversely affects the interests of the Securityholders in the related Loan in the case of a representation or warranty relating to a particular Loan (notwithstanding that such representation or warranty was made to the Originator’s or the Trust Depositor’s actual knowledge) or (ii) the failure of any Participated Loan (other than a Qualified Participated Loan) to be converted to a full assignment within 60 days following the Closing Date (each such Loan with respect to which such breach existsin clauses (i) and (ii) above, an “Ineligible Loan”), the party discovering such breach or failure shall give prompt written notice to the other parties to this Agreement; provided that neither the Owner Trustee, the Backup Servicer, Trustee nor the Trustee shall have a duty or obligation (i) to inquire or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warrantywarranty or a failure of any Participated Loan (other than a Qualified Participated Loan) to be converted to a full assignment, the Seller Trust Depositor shall, or shall require the Originator pursuant to the Loan Sale Agreement and the Originator shall, (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Account, for further credit to the Collection Principal and Interest Account, within such 30 day period, an amount equal to the Transfer Deposit Amount for such Ineligible LoanAmount, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder, Collateral and effect a substitution for such affected Loan with a Substitute Loan in accordance with the substitution requirements set forth in Section 2.04, not later than the date a repurchase of such affected Loan would be required hereunder; provided, however, that with respect to a breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor or the Originator, as applicable, may select Loans (without adverse selection) to repurchase (or substitute for) such that had such Loans not been included as part of the Loan Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan) there would have been no breach of such representation or warranty.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer Trust Depositor or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Trustee Trustees of a breach of a representation or warranty of the Originator and the Trust Depositor as set forth in Section 3.01, Section 3.02 or 3.02, Section 3.04 3.03, Section 3.04, and Section 3.05, or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan or Additional Loan, as applicableLoans, that materially and adversely affects the interests interest of the Securityholders (each Noteholders or any Swap Counterparty in such Loan with respect (in either case without regard to which such breach exists, the benefits of the Reserve Fund) (an “Ineligible Loan”), or of an inaccuracy with respect to the representations as to concentrations of the Initial Loans made under Section 3.05, the party discovering such the breach or failure shall give prompt written notice to the other parties (and the Servicer shall, with respect to an inaccuracy concerning concentrations, select one or more Loans, without employing adverse selection, to be the related Excess Loan for purposes of this AgreementSection); provided that neither the Owner Trusteeprovided, that, the Backup Servicer, nor the Trustee Trustees shall have a no duty or obligation (i) to inquire or to investigate the breach by the Originator of any of such representations or warranties or (ii) to determine if such breach materially warranties. The Trust Depositor and adversely affects the interests of the Securityholders. Within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any breach of a representation or warranty, the Seller Originator shall (a) promptly cure such breach in all material respects, (b) repurchase each such Ineligible Loan by depositing in the Lockbox Accountor Excess Loan, for further credit to the Collection Account, within such 30 day period, an amount at a repurchase price equal to the Transfer Deposit Amount Amount, not later than the next succeeding Determination Date following the date the Trust Depositor or the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Trust Depositor and the Originator are able to effect a substitution for any such Ineligible Loan or Excess Loan in compliance with Section 2.04, the Trust Depositor and the Originator may, in lieu of repurchasing such Loan, effect a substitution for such Ineligible Loan, or (c) remove such Initial Loan, affected Loan with a Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; and provided, effect further, that, with respect to a substitution for breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, the Trust Depositor and the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such affected that, had such Loans not been included as part of the Loan with Assets (and, in the case of a substitution, had such Substitute Loan been included as part of the Loan Assets instead of the selected Loan), there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Trust Depositor and the Originator described in accordance this Section 11.01 shall not (a) terminate or be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII or (b) include any obligation to make payment on account of a breach of a Loan by an Obligor subsequent to the date on which such Loan was transferred to the Issuer. The repurchase obligation described in this Section 11.01 is in no way to be satisfied with monies in the substitution requirements set forth in Section 2.04Reserve Fund.

Repurchases of, or Substitution for, Loans for Breach of Representations and Warranties. Upon a discovery or receipt of notice by a Responsible Officer of the Trust Depositor, a Responsible Officer of the Servicer, the Backup Servicer or any subservicer, a Responsible Officer of the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of a representation or warranty as set forth in Section 3.01, Section 3.02 3.02, Section 3.03 or Section 3.04 or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to any Initial Loan, Substitute Loan Loans that materially and adversely affects the value of the Loans or Additional Loan, as applicable, that the interests of the Noteholders therein or which materially and adversely affects the interests of the Securityholders Noteholders in the related Loan in the case of a representation or warranty relating to a particular 124 Loan (each notwithstanding that such Loan with respect representation or warranty was made to which such breach exists, the Originator’s or the Trust Depositor’s best knowledge) (an “Ineligible Loan”), the party discovering such or receiving notice of the breach or failure shall give prompt written notice to the other parties to this Agreementparties; provided that neither the Owner Trustee, the Backup Servicer, nor the Indenture Trustee shall have a no duty or obligation (i) to inquire or to investigate the breach of any of such representations or warranties or (ii) to determine if such breach materially and adversely affects the interests of the Securityholderswarranties. Within If, within 30 days of the earlier of (x) its discovery or (y) its receipt of notice of any such breach of a representation or warranty, the Seller shall (a) promptly cure Originator or Trust Depositor has not cured such breach in all material respects, then the Originator or Trust Depositor must either (bi) repurchase each such Ineligible Loan by depositing in into the Lockbox Principal and Interest Account, for further credit to the Collection Account, within such 30 day period, an amount equal to the Transfer Deposit Amount Repurchase Amount, or (ii) substitute an Eligible Loan for such Ineligible Loan, or (c) remove such Initial Loan, Substitute Loan or Additional Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account, for further credit to the Collection Account, and, not later than the date a repurchase of such affected Loan would be required hereunder; provided that with respect to a breach of a representation or warranty relating to the Loans in the aggregate and not to any particular Loan, effect the Originator may select Loans (without adverse selection) to repurchase (or substitute for) such that had such Loans not been included as part of the Loan Assets (and, in the case of a substitution for substitution, had such affected Loan with a Substitute Loan in accordance with been included as part of the substitution requirements set forth in Section 2.04Loan Assets instead of the selected Loan) there would have been no breach of such representation or warranty. The Repurchase Amount for a Loan may equal, exceed or be less than the fair market value of such Loan on the date of repurchase.