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 or any subservicer, a Responsible Officer of the Backup Servicer 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, or Section 3.04 or as made or deemed made in any notice relating to Substitute Loans, 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 Trustee nor the Backup Servicer shall have a duty or obligation (i) to discover or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 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 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 Sections 2.07 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 or any subservicer, a Responsible Officer of the Backup Servicer Owner Trustee or a Responsible Officer of the Trustee of a breach of (i) a breach of a representation or warranty as set forth in Section Sections 3.01, Section 3.02, 3.03 or Section 3.04 or as made or deemed made in any notice Addition Notice or any Subsequent Transfer Agreement relating to Additional Loans or Substitute Loans, as applicable, Loans that materially and adversely affects the value of the 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 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 Agreementparties; provided that neither the Owner Trustee nor the Backup Servicer Trustee shall have a duty or obligation (i) to discover inquire or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 Trust Depositor shall, or Originator shall require the Seller 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 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 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 Sections 2.07 Section 2.04 not later than the date a repurchase of such affected Loan would be required hereunder or otherwise within the time period required by Section 2.04; provided that with respect to a breach of a representation or warranty relating to the Loans in the aggregate and 2.06not 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 Backup Servicer 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 or Section 3.04 or as made or deemed made in any notice relating to any Initial Loan, Substitute LoansLoan 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 Trustee Owner Trustee, the Backup Servicer, nor the Backup Servicer Trustee shall have a duty or obligation (i) to discover inquire or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 Seller shall require the Seller 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 Sections 2.07 and 2.06.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 or any subservicer, a Responsible Officer of the Backup Servicer Owner Trustee or a Responsible Officer of the Indenture Trustee of (i) a breach of a representation or warranty as set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.04 or Section 3.04 3.05 or as made or deemed made in any notice Addition Notice or any Subsequent Purchase Agreement relating to Substitute Loans, as applicable, Loans that materially and adversely affects the value of the Loans or 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 provided, that, the Indenture Trustee nor the Backup Servicer shall have a no duty or obligation (i) to discover inquire or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 Originator or Trust Depositor shall, or shall require the Seller 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 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 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 Sections 2.07 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 2.06not 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 or any subservicer, a Responsible Officer of the Backup Servicer Owner Trustee or a Responsible Officer of the Trustee of a breach of (i) a breach of a representation or warranty as set forth in Section Sections 3.01, Section 3.02, 3.03 or Section 3.04 or as made or deemed made in any notice relating to Additional Loans or Substitute Loans, as applicable, Loans that materially and adversely affects the value of the 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 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 (or related Cut-Off Date, if applicable) (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 and to this Agreementthe Originator; provided that neither the Owner Trustee nor the Backup Servicer Trustee shall have a duty or obligation (i) to discover inquire or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 Trust Depositor shall, or Originator shall require the Seller 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 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 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 Sections 2.07 Section 2.04 not later than the date a repurchase of such affected Loan would be required hereunder or otherwise within the time period required by Section 2.04; provided that with respect to a breach of a representation or warranty relating to the Loans in the aggregate and 2.06not 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 or any subservicer, a Responsible Officer of the Backup Servicer 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, or Section 3.04 or as made or deemed made in any notice relating to Substitute Loans, 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 Trustee nor the Backup Servicer shall have a duty or obligation (i) to discover or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 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 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 Sections 2.07 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 or any subservicer, a Responsible Officer of the Backup Servicer 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, Section 3.03, or Section 3.04 or as made or deemed made in any notice Addition Notice or any Subsequent Transfer Agreement relating to Additional Loans and Substitute Loans, as applicable, Loans that materially and adversely affects the value of the 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 the breach or failure shall give prompt written notice to the other parties to this Agreement; provided that neither the Owner Trustee nor the Backup Servicer Trustee shall have a duty or obligation (i) to discover inquire or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 Trust Depositor shall, or shall require the Seller Originator pursuant to the Loan Sale and Contribution Agreement to, and 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 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 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 Sections 2.07 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 2.06not 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 or any subservicer, a Responsible Officer of the Backup Servicer 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, or Section 3.04 or as made or deemed made in any notice relating to Substitute Loans, 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 Trustee nor the Backup Servicer shall have a duty or obligation (i) to discover or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 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 or, following the date on which the Master Collection Account Control Agreement and Master Collection Account Agency Agreement become effective, the Master Collection Account, as applicable, for further credit credit, in either case, 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 Loan from the Collateral, deposit the Transfer Deposit Amount with respect to such Loan into the Lockbox Account or, following the date on which the Master Collection Account Control Agreement and Master Collection Account Agency Agreement become effective, the Master Collection Account, as applicable, for further credit credit, in either case, 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 Sections 2.07 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 or any subservicer, a Responsible Officer of the Backup Servicer 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, Section 3.03, or Section 3.04 or as made or deemed made in any notice Addition Notice relating to Additional Loans and Substitute Loans, as applicable, Loans that materially and adversely affects the value of the 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 nor the Backup Servicer Trustee shall have a duty or obligation (i) to discover inquire or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 Trust Depositor shall, or shall require the Seller Originator pursuant to the Loan Sale and Contribution Agreement to, and 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 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 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 Sections 2.07 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 2.06not 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 Backup Servicer 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 or Section 3.04 or as made or deemed made in any notice relating to any 2013-1 Loan or Substitute LoansLoan, 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 Trustee nor the Backup Servicer shall have a duty or obligation (i) to discover or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 Seller shall require the Seller 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 2013-1 Loan or Substitute 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 Sections 2.07 and 2.06Section 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 or any subservicer, a Responsible Officer of the Backup Servicer 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 or Section 3.04 or as made or deemed made in any notice relating to any 2012-1 Loan or Substitute LoansLoan, 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 Backup Servicer Trustee shall have a duty or obligation (i) to discover inquire or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 Trust Depositor shall, or Seller shall require the Seller 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 2012-1 Loan or Substitute 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 Sections 2.07 and 2.06Section 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 or any subservicer, a Responsible Officer of the Backup Servicer 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, Section 3.03, or Section 3.04 or as made or deemed made in any notice Addition Notice relating to Additional Loans or Substitute Loans, 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 nor the Backup Servicer Trustee shall have a duty or obligation (i) to discover inquire or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 Trust Depositor shall, or shall require the Seller Originator pursuant to the Loan Sale and Contribution Agreement to, and 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 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 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 Sections 2.07 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 2.06not 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 or any subservicer, a Responsible Officer of the Backup Servicer 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, Section 3.03 or Section 3.04 or as made or deemed made in any notice Addition Notice relating to Additional Loans or Substitute Loans, 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 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 and to this Agreementthe Originator; provided that neither the Owner Trustee nor the Backup Servicer Trustee shall have a duty or obligation (i) to discover inquire or make an attempt to discover, inquire about or investigate the breach of any of such representations or warranties or any duty to provide such notice unless a Responsible Officer of the Trustee or Backup Servicer, as applicable, receives written notice of breach or alleged breach (without regard to whether such breach or alleged breach is a material breach as set forth in Section 3.01, Section 3.02, or Section 3.04 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 Trust Depositor shall, or Originator shall require the Seller 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 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 Loan, or (c) remove such 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 Sections 2.07 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 2.06not 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.