Common use of Review of Mortgage Documents Clause in Contracts

Review of Mortgage Documents. (a) The Trustee shall cause the Custodian to review each Mortgage Document within 45 days of delivery of such Mortgage Document and deliver to the Trustee and the Master Servicer the Trust Receipt and Initial Certification pursuant to the Custodial Agreement. If any Mortgage Document is found to be missing or defective in a material respect, is not properly executed, is unrelated to the Mortgage Loans of the Trust or does not conform in a material respect to the description thereof provided by or on behalf of CIT Consumer Finance, the Trustee shall cause the Custodian to notify the Master Servicer and the Depositor, and the Master Servicer will notify CIT Consumer Finance. If CIT Consumer Finance does not cure such defect within 85 days after notice thereof from the Master Servicer or within 90 days after knowledge thereof and the defect materially and adversely affects the interest of the Trust in the related Mortgage Loan, the CIT Consumer Finance shall be obligated to repurchase the related Mortgage Loan from the Trust at the Purchase Price. CIT Consumer Finance shall effect such repurchase by paying to the Master Servicer for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date in the month following the month in which the loan was repurchased, the aggregate of the Purchase Price of all Mortgage Loans that are required to be repurchased pursuant to the preceding sentence. Notwithstanding the provisions of the preceding paragraph, but subject to Section 4.03(b), CIT Consumer Finance will not be required to repurchase a Mortgage Loan as described in the preceding paragraph unless the Trustee has received an Opinion of Counsel that such repurchase will not cause any of the REMICs to fail to qualify as a REMIC at any time under the then applicable REMIC Provisions. The cost of obtaining such Opinion of Counsel shall be borne by CIT Consumer Finance. The Master Servicer shall obtain such Opinion of Counsel. CIT Consumer Finance shall, subject to this Section 4.03, repurchase such Mortgage Loan or substitute a Qualified Substitute Mortgage Loan and shall guarantee the payment of any tax imposed under the REMIC Provisions as a result of such repurchase or substitution by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.10 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.10. Pursuant to Section 5.10, the Master Servicer is hereby directed to withhold, and shall withhold and pay over to the Trustee, an amount sufficient to pay such tax and any other taxes imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or imposed on "contributions after start up date" under Section 860G(d) of the Code from amounts otherwise distributable to the Private Certificateholders. The Master Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from CIT Consumer Finance pursuant to the guarantee of CIT Consumer Finance and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts pursuant to this Section other than from moneys provided to it by CIT Consumer Finance or from moneys held in the funds and accounts created under this Agreement. The Trustee shall be deemed conclusively to have complied with this Section if it follows the directions of CIT Consumer Finance. In the event any tax that is guaranteed by CIT Consumer Finance is refunded to the Trust or otherwise is determined not to be payable, CIT Consumer Finance shall be repaid the amount of such refund or that portion of any guarantee payment made by CIT Consumer Finance that is not applied to the payment of such tax. (b) On or prior to the date that is the second anniversary of the Closing Date, CIT Consumer Finance, at its election, may substitute a Qualified Substitute Mortgage Loan for a Mortgage Loan that it is obligated to repurchase pursuant to Section 4.03(a) (such Mortgage Loan being referred to as the "Deleted Mortgage Loan") upon satisfaction of the following conditions: (i) CIT Consumer Finance shall have conveyed to the Trustee the Mortgage Loan to be substituted for the Deleted Mortgage Loan and the File related to such Mortgage Loan and CIT Consumer Finance shall have marked the Electronic Ledger indicating that such Mortgage Loan constitutes part of the Trust; (ii) the Mortgage Loan to be substituted for the Deleted Mortgage Loan is a Qualified Substitute Mortgage Loan and CIT Consumer Finance delivers an Officer's Certificate, substantially in the form of Exhibit J-2 hereto, to the Trustee certifying that such Mortgage Loan is a Qualified Substitute Mortgage Loan; (iii) CIT Consumer Finance shall have delivered to the Trustee an Opinion of Counsel to the effect that the substitution of such Mortgage Loan for such Deleted Mortgage Loan will not cause any of the REMICs to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provision; (iv) if the Principal Balance of such Deleted Mortgage Loan is greater than the Principal Balance of the Mortgage Loan being substituted, the Seller shall have deposited in the Certificate Account the amount of such excess, plus accrued and unpaid interest (the "Substitution Adjustment") and shall have included in the Officer's Certificate required by clause (ii) above a certification that such deposit has been made; and (v) CIT Consumer Finance shall have delivered to the Rating Agencies prior written notice of such substitution. Upon satisfaction of such conditions, the Trustee shall add such Mortgage Loan to, and delete such Deleted Mortgage Loan from, the List of Mortgage Loans. Such substitution shall be effected prior to the expiration of the period in which CIT Consumer Finance is otherwise obligated to repurchase such Deleted Mortgage Loan pursuant to Section 4.03(a). Promptly after any substitution of a Mortgage Loan, CIT Consumer Finance shall give written notice of such substitution to the Rating Agencies. (c) Promptly after the repurchase referred to in Section 4.03(a) or the substitution referred to in Section 4.03(b), the Trustee shall execute such documents as are presented to it by CIT Consumer Finance and are reasonably necessary to reconvey the repurchased Mortgage Loan or Deleted Mortgage Loan, as the case may be, to CIT Consumer Finance and deliver the related File to CIT Consumer Finance. (d) The repurchase obligation of CIT Consumer Finance set forth in this Section 4.03 shall constitute the sole remedy available to the Trust and the Certificateholders for a defect in documentation.

Review of Mortgage Documents. (a) The Trustee Trustee, in its capacity as Custodian, shall cause the Custodian to review each Mortgage Document within 45 60 days of delivery of such Mortgage Document and deliver to the Trustee and the Master Servicer the Trust Receipt and Initial Certification pursuant to the Custodial Agreement. If any Mortgage Document is found to be missing or defective in a material respect, is not properly executed, is unrelated to the Mortgage Loans of the Trust or does not conform in a material respect to the description thereof provided by or on behalf of CIT Consumer Finance, the Trustee Trustee, in its capacity as Custodian, shall cause the Custodian to notify the Master Servicer and the Depositor, and the Master Servicer will notify CIT Consumer Finance. If CIT Consumer Finance does not cure such defect within 85 days after notice thereof from the Master Servicer or within 90 days after knowledge thereof and the defect materially and adversely affects the interest of the Trust in the related Mortgage Loan, the CIT Consumer Finance shall be obligated to repurchase the related Mortgage Loan from the Trust at the Purchase Price. CIT Consumer Finance shall effect such repurchase by paying to the Master Servicer for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date in the month following the month in which the loan was repurchased, the aggregate of the Purchase Price of all Mortgage Loans that are required to be repurchased pursuant to the preceding sentence. [Notwithstanding the provisions of the preceding paragraph, but subject to Section 4.03(b), CIT Consumer Finance will not be required to repurchase a Mortgage Loan as described in the preceding paragraph unless the Trustee has received an Opinion of Counsel that such repurchase will not cause any of the REMICs to fail to qualify as a REMIC at any time under the then applicable REMIC Provisions. The cost of obtaining such Opinion of Counsel shall be borne by CIT Consumer Finance. The Master Servicer shall obtain such Opinion of Counsel. CIT Consumer Finance shall, subject to this Section 4.03, repurchase such Mortgage Loan or substitute a Qualified Substitute Mortgage Loan and shall guarantee the payment of any tax imposed under the REMIC Provisions as a result of such repurchase or substitution by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.10 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.10. Pursuant to Section 5.10, the Master Servicer is hereby directed to withhold, and shall withhold and pay over to the Trustee, an amount sufficient to pay such tax and any other taxes imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or imposed on "contributions after start up date" under Section 860G(d) of the Code from amounts otherwise distributable to the Private Certificateholders. The Master Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from CIT Consumer Finance pursuant to the guarantee of CIT Consumer Finance and notice as to who should receive such payment. The Trustee will have no responsibility whatsoever for determining the amounts or any mathematical calculations associated therewith.] The Trustee shall have no obligation to pay any such amounts pursuant to this Section other than from moneys provided to it by CIT Consumer Finance or from moneys held in the funds and accounts created under this Agreement. The Trustee shall be deemed conclusively to have complied with this Section if it follows the directions of CIT Consumer Finance. In the event any tax that is guaranteed by CIT Consumer Finance is refunded to the Trust or otherwise is determined not to be payable, CIT Consumer Finance shall be repaid the amount of such refund or that portion of any guarantee payment made by CIT Consumer Finance that is not applied to the payment of such tax. (b) On or prior to the date that is the second anniversary of the Closing Date, CIT Consumer Finance, at its election, may substitute a Qualified Substitute Mortgage Loan for a Mortgage Loan that it is obligated to repurchase pursuant to Section 4.03(a) (such Mortgage Loan being referred to as the "Deleted Mortgage Loan") upon satisfaction of the following conditions: (i) CIT Consumer Finance shall have conveyed to the Trustee Trustee, for the benefit of the Certificateholders, the Mortgage Loan to be substituted for the Deleted Mortgage Loan and the File related to such Mortgage Loan and CIT Consumer Finance shall have marked the Electronic Ledger indicating that such Mortgage Loan constitutes part of the Trust; (ii) the Mortgage Loan to be substituted for the Deleted Mortgage Loan is a Qualified Substitute Mortgage Loan and CIT Consumer Finance delivers an Officer's Certificate, substantially in the form of [Exhibit J-2 K] hereto, to the Trustee certifying that such Mortgage Loan is a Qualified Substitute Mortgage Loan; (iii) [CIT Consumer Finance shall have delivered to the Trustee an Opinion of Counsel to the effect that the substitution of such Mortgage Loan for such Deleted Mortgage Loan will not cause any of the REMICs to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provision;] (iv) if the Principal Balance of such Deleted Mortgage Loan is greater than the Principal Balance of the Mortgage Loan being substituted, the Seller shall have deposited in the Certificate Account the amount of such excess, plus accrued and unpaid interest (the "Substitution Adjustment") and shall have included in the Officer's Certificate required by clause (ii) above a certification that such deposit has been made; and (v) CIT Consumer Finance shall have delivered to the Rating Agencies prior written notice of such substitution. Upon satisfaction of such conditions, the Trustee shall add such Mortgage Loan to, and delete such Deleted Mortgage Loan from, the List of Mortgage Loans. Such substitution shall be effected prior to the expiration of the period in which CIT Consumer Finance is otherwise obligated to repurchase such Deleted Mortgage Loan pursuant to Section 4.03(a). Promptly after any substitution of a Mortgage Loan, CIT Consumer Finance shall give written notice of such substitution to the Rating Agencies. (c) Promptly after the repurchase referred to in Section 4.03(a) or the substitution referred to in Section 4.03(b), the Trustee shall execute such documents as are presented to it by CIT Consumer Finance and are reasonably necessary to reconvey the repurchased Mortgage Loan or Deleted Mortgage Loan, as the case may be, to CIT Consumer Finance and deliver the related File to CIT Consumer Finance. (d) The repurchase obligation of CIT Consumer Finance set forth in this Section 4.03 shall constitute the sole remedy available to the Trust and the Certificateholders for a defect in documentationdocumentation relating to this Section 4.03.

Review of Mortgage Documents. (a) The Trustee Trustee, as custodian, shall cause the Custodian to review each Mortgage Document within 45 180 days of delivery of such Mortgage Document and deliver to the Trustee and the Master Servicer the Trust Receipt and Initial Certification pursuant to the Custodial Agreement. If if any Mortgage Document such document is found to be missing or defective in a material respect, is not properly executed, is unrelated to the Mortgage Loans of the Trust or does not conform in a material respect to the description thereof provided by or on behalf of CIT Consumer Finance, the Trustee shall cause the Custodian to notify the Master Servicer and the DepositorCompany, and the Master Servicer will notify CIT Consumer Financethe Seller. If CIT Consumer Finance the Seller does not cure such defect within 85 90 days after notice thereof from the Master Servicer or within 90 days after knowledge thereof and the defect materially and adversely affects the interest of the Trust in the related Mortgage Loan, the CIT Consumer Finance Seller shall be obligated to repurchase the related Mortgage Loan from the Trust Fund at the Purchase Price. CIT Consumer Finance The Seller shall effect such repurchase by paying to the Master Servicer for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date in the month following the month in which the loan was repurchased, the aggregate of the Purchase Price of all Mortgage Loans that are required to be repurchased pursuant to the preceding sentence. Notwithstanding the provisions of the preceding paragraph, but subject to Section 4.03(b), CIT Consumer Finance the Seller will not be required to repurchase a Mortgage Loan as described in the preceding paragraph unless the Trustee has received an Opinion of Counsel that such repurchase will not cause any of the REMICs Trust REMIC to fail to qualify as a REMIC at any time under the then applicable REMIC Provisions. The cost of obtaining such Opinion of Counsel shall be borne by CIT Consumer Financethe Seller. The Master Servicer shall obtain such Opinion of Counsel. CIT Consumer Finance The Seller shall, subject to this Section 4.03, repurchase such Mortgage Loan or substitute a Qualified Substitute Mortgage Loan and shall guarantee the payment of any tax imposed under the REMIC Provisions as a result of such repurchase or substitution by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.10 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.10. Pursuant to Section 5.10, the Master Servicer is hereby directed to withhold, and shall withhold and pay over to the Trustee, an amount sufficient to pay such tax and any other taxes imposed on "prohibited transactions" under Section 860F(a)(1860F(a)(i) of the Code or imposed on "contributions after start up date" under Section 860G(d) of the Code from amounts otherwise distributable to the Private Class R Certificateholders. The Master Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from CIT Consumer Finance the Seller pursuant to the guarantee of CIT Consumer Finance the Seller and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts pursuant to this Section other than from moneys provided to it by CIT Consumer Finance the Seller or from moneys held in the funds and accounts created under this Agreement. The Trustee shall be deemed conclusively to have complied with this Section if it follows the directions of CIT Consumer Financethe Seller. In the event any tax that is guaranteed by CIT Consumer Finance the Seller is refunded to the Trust or otherwise is determined not to be payable, CIT Consumer Finance the Seller shall be repaid the amount of such refund or that portion of any guarantee payment made by CIT Consumer Finance the Seller that is not applied to the payment of such tax. (b) On or prior to the date that is the second anniversary of the Closing Date, CIT Consumer Financethe Seller, at its election, may substitute a Qualified Substitute Mortgage Loan for a Mortgage Loan that it is obligated to repurchase pursuant to Section 4.03(a) (such Mortgage Loan being referred to as the "Deleted Mortgage Loan") upon satisfaction of the following conditions: (i) CIT Consumer Finance the Seller shall have conveyed to the Trustee the Mortgage Loan to be substituted for the Deleted Mortgage Loan and the File related to such Mortgage Loan and CIT Consumer Finance the Seller shall have marked the Electronic Ledger indicating that such Mortgage Loan constitutes part of the Trust; (ii) the Mortgage Loan to be substituted for the Deleted Mortgage Loan is a Qualified Substitute Mortgage Loan and CIT Consumer Finance the Seller delivers an Officer's Certificate, substantially in the form of Exhibit J-2 I-2 hereto, to the Trustee certifying that such Mortgage Loan is a Qualified Substitute Mortgage Loan; (iii) CIT Consumer Finance the Seller shall have delivered to the Trustee an Opinion of Counsel to the effect that the substitution of such Mortgage Loan for such Deleted Mortgage Loan will not cause any of the REMICs Trust REMIC to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provision; (iv) if the Principal Balance of such Deleted Mortgage Loan is greater than the Principal Balance of the Mortgage Loan being substituted, the Seller shall have deposited in the Certificate Account the amount of such excess, plus accrued and unpaid interest (the "Substitution Adjustment") and shall have included in the Officer's Certificate required by clause (ii) above a certification that such deposit has been made; and (v) CIT Consumer Finance the Seller shall have delivered to the Rating Agencies prior written notice of such substitution. Upon satisfaction of such conditions, the Trustee shall add such Mortgage Loan to, and delete such Deleted Mortgage Loan from, the List of Mortgage Loans. Such substitution shall be effected prior to the expiration of the period in which CIT Consumer Finance the Seller is otherwise obligated to repurchase such Deleted Mortgage Loan pursuant to Section 4.03(a). Promptly after any substitution of a Mortgage Loan, CIT Consumer Finance shall give written notice of such substitution to the Rating Agencies. (c) Promptly after the repurchase referred to in Section 4.03(a) or the substitution referred to in Section 4.03(b), the Trustee shall execute such documents as are presented to it by CIT Consumer Finance the Seller and are reasonably necessary to reconvey the repurchased Mortgage Loan or Deleted Mortgage Loan, as the case may be, to CIT Consumer Finance the Seller and deliver the related File to CIT Consumer Financethe Seller. (d) The repurchase obligation of CIT Consumer Finance the Seller set forth in this Section 4.03 shall constitute the sole remedy available to the Trust and the Certificateholders for a defect in documentation.

Review of Mortgage Documents. (a) The Trustee Trustee, in its capacity as Custodian, shall cause the Custodian to review each Mortgage Document within 45 60 days of delivery of such Mortgage Document and deliver to the Trustee and the Master Servicer the Trust Receipt and Initial Certification pursuant to the Custodial Agreement. If any Mortgage Document is found to be missing or defective in a material respect, is not properly executed, is unrelated to the Mortgage Loans of the Trust or does not conform in a material respect to the description thereof provided by or on behalf of CIT Consumer Finance, the Trustee Trustee, in its capacity as Custodian, shall cause the Custodian to notify the Master Servicer and the Depositor, and the Master Servicer will notify CIT Consumer Finance. If CIT Consumer Finance does not cure such defect within 85 days after notice thereof from the Master Servicer or within 90 days after knowledge thereof and the defect materially and adversely affects the interest of the Trust in the related Mortgage Loan, the CIT Consumer Finance shall be obligated to repurchase the related Mortgage Loan from the Trust at the Purchase Price. CIT Consumer Finance shall effect such repurchase by paying to the Master Servicer for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date in the month following the month in which the loan was repurchased, the aggregate of the Purchase Price of all Mortgage Loans that are required to be repurchased pursuant to the preceding sentence. Notwithstanding the provisions of the preceding paragraph, but subject to Section 4.03(b), CIT Consumer Finance will not be required to repurchase a Mortgage Loan as described in the preceding paragraph unless the Trustee has received an Opinion of Counsel that such repurchase will not cause any of the REMICs to fail to qualify as a REMIC at any time under the then applicable REMIC Provisions. The cost of obtaining such Opinion of Counsel shall be borne by CIT Consumer Finance. The Master Servicer shall obtain such Opinion of Counsel. CIT Consumer Finance shall, subject to this Section 4.03, repurchase such Mortgage Loan or substitute a Qualified Substitute Mortgage Loan and shall guarantee the payment of any tax imposed under the REMIC Provisions as a result of such repurchase or substitution by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.10 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.10. Pursuant to Section 5.10, the Master Servicer is hereby directed to withhold, and shall withhold and pay over to the Trustee, an amount sufficient to pay such tax and any other taxes imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or imposed on "contributions after start up date" under Section 860G(d) of the Code from amounts otherwise distributable to the Private Certificateholders. The Master Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from CIT Consumer Finance pursuant to the guarantee of CIT Consumer Finance and notice as to who should receive such payment. The Trustee will have no responsibility whatsoever for determining the amounts or any mathematical calculations associated therewith. The Trustee shall have no obligation to pay any such amounts pursuant to this Section other than from moneys provided to it by CIT Consumer Finance or from moneys held in the funds and accounts created under this Agreement. The Trustee shall be deemed conclusively to have complied with this Section if it follows the directions of CIT Consumer Finance. In the event any tax that is guaranteed by CIT Consumer Finance is refunded to the Trust or otherwise is determined not to be payable, CIT Consumer Finance shall be repaid the amount of such refund or that portion of any guarantee payment made by CIT Consumer Finance that is not applied to the payment of such tax. (b) On or prior to the date that is the second anniversary of the Closing Date, CIT Consumer Finance, at its election, may substitute a Qualified Substitute Mortgage Loan for a Mortgage Loan that it is obligated to repurchase pursuant to Section 4.03(a) (such Mortgage Loan being referred to as the "Deleted Mortgage Loan") upon satisfaction of the following conditions: (i) CIT Consumer Finance shall have conveyed to the Trustee Trustee, for the benefit of the Certificateholders, the Mortgage Loan to be substituted for the Deleted Mortgage Loan and the File related to such Mortgage Loan and CIT Consumer Finance shall have marked the Electronic Ledger indicating that such Mortgage Loan constitutes part of the Trust; (ii) the Mortgage Loan to be substituted for the Deleted Mortgage Loan is a Qualified Substitute Mortgage Loan and CIT Consumer Finance delivers an Officer's Certificate, substantially in the form of Exhibit J-2 K hereto, to the Trustee certifying that such Mortgage Loan is a Qualified Substitute Mortgage Loan; (iii) CIT Consumer Finance shall have delivered to the Trustee an Opinion of Counsel to the effect that the substitution of such Mortgage Loan for such Deleted Mortgage Loan will not cause any of the REMICs to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provision; (iv) if the Principal Balance of such Deleted Mortgage Loan is greater than the Principal Balance of the Mortgage Loan being substituted, the Seller shall have deposited in the Certificate Account the amount of such excess, plus accrued and unpaid interest (the "Substitution Adjustment") and shall have included in the Officer's Certificate required by clause (ii) above a certification that such deposit has been made; and (v) CIT Consumer Finance shall have delivered to the Rating Agencies prior written notice of such substitution. Upon satisfaction of such conditions, the Trustee shall add such Mortgage Loan to, and delete such Deleted Mortgage Loan from, the List of Mortgage Loans. Such substitution shall be effected prior to the expiration of the period in which CIT Consumer Finance is otherwise obligated to repurchase such Deleted Mortgage Loan pursuant to Section 4.03(a). Promptly after any substitution of a Mortgage Loan, CIT Consumer Finance shall give written notice of such substitution to the Rating Agencies. (c) Promptly after the repurchase referred to in Section 4.03(a) or the substitution referred to in Section 4.03(b), the Trustee shall execute such documents as are presented to it by CIT Consumer Finance and are reasonably necessary to reconvey the repurchased Mortgage Loan or Deleted Mortgage Loan, as the case may be, to CIT Consumer Finance and deliver the related File to CIT Consumer Finance. (d) The repurchase obligation of CIT Consumer Finance set forth in this Section 4.03 shall constitute the sole remedy available to the Trust and the Certificateholders for a defect in documentationdocumentation relating to this Section 4.03.

Review of Mortgage Documents. (a) The Trustee shall cause the Custodian to review each Mortgage Document within 45 days of delivery of such Mortgage Document and deliver to the Trustee and the Master Servicer the Trust Receipt and Initial Certification pursuant to the Custodial Agreement. If any Mortgage Document is found to be missing or defective in a material respect, is not properly executed, is unrelated to the Mortgage Loans of the Trust or does not conform in a material respect to the description thereof provided by or on behalf of CIT Consumer Finance, the Trustee shall cause the Custodian to notify the Master Servicer and the Depositor, and the Master Servicer will notify CIT Consumer Finance. If CIT Consumer Finance does not cure such defect within 85 days after notice thereof from the Master Servicer or within 90 days after knowledge thereof and the defect materially and adversely affects the interest of the Trust in the related Mortgage Loan, the CIT Consumer Finance shall be obligated to repurchase the related Mortgage Loan from the Trust at the Purchase Price. CIT Consumer Finance shall effect such repurchase by paying to the Master Servicer for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date in the month following the month in which the loan was repurchased, the aggregate of the Purchase Price of all Mortgage Loans that are required to be repurchased pursuant to the preceding sentence. Notwithstanding the provisions of the preceding paragraph, but subject to Section 4.03(b), CIT Consumer Finance will not be required to repurchase a Mortgage Loan as described in the preceding paragraph unless the Trustee has received an Opinion of Counsel that such repurchase will not cause any of the REMICs to fail to qualify as a REMIC at any time under the then applicable REMIC Provisions. The cost of obtaining such Opinion of Counsel shall be borne by CIT Consumer Finance. The Master Servicer shall obtain such Opinion of Counsel. CIT Consumer Finance shall, subject to this Section 4.03, repurchase such Mortgage Loan or substitute a Qualified Substitute Mortgage Loan and shall guarantee the payment of any tax imposed under the REMIC Provisions as a result of such repurchase or substitution by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.10 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.10. Pursuant to Section 5.10, the Master Servicer is hereby directed to withhold, and shall withhold and pay over to the Trustee, an amount sufficient to pay such tax and any other taxes imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or imposed on "contributions after start up date" under Section 860G(d) of the Code from amounts otherwise distributable to the Private Certificateholders. The Master Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from CIT Consumer Finance pursuant to the guarantee of CIT Consumer Finance and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts pursuant to this Section other than from moneys provided to it by CIT Consumer Finance or from moneys held in the funds and accounts created under this Agreement. The Trustee shall be deemed conclusively to have complied with this Section if it follows the directions of CIT Consumer Finance. In the event any tax that is guaranteed by CIT Consumer Finance is refunded to the Trust or otherwise is determined not to be payable, CIT Consumer Finance shall be repaid the amount of such refund or that portion of any guarantee payment made by CIT Consumer Finance that is not applied to the payment of such tax. (b) On or prior to the date that is the second anniversary of the Closing Date, CIT Consumer Finance, at its election, may substitute a Qualified Substitute Mortgage Loan for a Mortgage Loan that it is obligated to repurchase pursuant to Section 4.03(a) (such Mortgage Loan being referred to as the "Deleted Mortgage Loan") upon satisfaction of the following conditions: (i) CIT Consumer Finance shall have conveyed to the Trustee the Mortgage Loan to be substituted for the Deleted Mortgage Loan and the File related to such Mortgage Loan and CIT Consumer Finance shall have marked the Electronic Ledger indicating that such Mortgage Loan constitutes part of the Trust; (ii) the Mortgage Loan to be substituted for the Deleted Mortgage Loan is a Qualified Substitute Mortgage Loan and CIT Consumer Finance delivers an Officer's Certificate, substantially in the form of Exhibit J-2 K hereto, to the Trustee certifying that such Mortgage Loan is a Qualified Substitute Mortgage Loan; (iii) CIT Consumer Finance shall have delivered to the Trustee an Opinion of Counsel to the effect that the substitution of such Mortgage Loan for such Deleted Mortgage Loan will not cause any of the REMICs to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provision; (iv) if the Principal Balance of such Deleted Mortgage Loan is greater than the Principal Balance of the Mortgage Loan being substituted, the Seller shall have deposited in the Certificate Account the amount of such excess, plus accrued and unpaid interest (the "Substitution Adjustment") and shall have included in the Officer's Certificate required by clause (ii) above a certification that such deposit has been made; and (v) CIT Consumer Finance shall have delivered to the Rating Agencies prior written notice of such substitution. Upon satisfaction of such conditions, the Trustee shall add such Mortgage Loan to, and delete such Deleted Mortgage Loan from, the List of Mortgage Loans. Such substitution shall be effected prior to the expiration of the period in which CIT Consumer Finance is otherwise obligated to repurchase such Deleted Mortgage Loan pursuant to Section 4.03(a). Promptly after any substitution of a Mortgage Loan, CIT Consumer Finance shall give written notice of such substitution to the Rating Agencies. (c) Promptly after the repurchase referred to in Section 4.03(a) or the substitution referred to in Section 4.03(b), the Trustee shall execute such documents as are presented to it by CIT Consumer Finance and are reasonably necessary to reconvey the repurchased Mortgage Loan or Deleted Mortgage Loan, as the case may be, to CIT Consumer Finance and deliver the related File to CIT Consumer Finance. (d) The repurchase obligation of CIT Consumer Finance set forth in this Section 4.03 shall constitute the sole remedy available to the Trust and the Certificateholders for a defect in documentation.

Review of Mortgage Documents. (a) The Trustee Trustee, as custodian, shall cause the Custodian to review each Mortgage Document within 45 120 days of delivery of such Mortgage Document and deliver to the Trustee and the Master Servicer the Trust Receipt and Initial Certification pursuant to the Custodial Agreement. If if any Mortgage Document such document is found to be missing or defective in a material respect, is not properly executed, is unrelated to the Mortgage Loans of the Trust or does not conform in a material respect to the description thereof provided by or on behalf of CIT Consumer Finance, the Trustee shall cause the Custodian to notify the Master Servicer and the DepositorCompany, and the Master Servicer will notify CIT Consumer Financethe Seller. If CIT Consumer Finance the Seller does not cure such defect within 85 90 days after notice thereof from the Master Servicer or within 90 days after knowledge thereof and the defect materially and adversely affects the interest of the Trust in the related Mortgage Loan, the CIT Consumer Finance Seller shall be obligated to repurchase the related Mortgage Loan from the Trust Fund at the Purchase Price. CIT Consumer Finance The Seller shall effect such repurchase by paying to the Master Servicer for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date in the month following the month in which the loan was repurchased, the aggregate of the Purchase Price of all Mortgage Loans that are required to be repurchased pursuant to the preceding sentence. Notwithstanding the provisions of the preceding paragraph, but subject to Section 4.03(b), CIT Consumer Finance the Seller will not be required to repurchase a Mortgage Loan as described in the preceding paragraph unless the Trustee has received an Opinion of Counsel that such repurchase will not cause any of the REMICs to fail to qualify as a REMIC at any time under the then applicable REMIC Provisions. The cost of obtaining such Opinion of Counsel shall be borne by CIT Consumer Financethe Seller. The Master Servicer shall obtain such Opinion of Counsel. CIT Consumer Finance The Seller shall, subject to this Section 4.03, repurchase such Mortgage Loan or substitute a Qualified Substitute Mortgage Loan and shall guarantee the payment of any tax imposed under the REMIC Provisions as a result of such repurchase or substitution by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.10 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.10. Pursuant to Section 5.10, the Master Servicer is hereby directed to withhold, and shall withhold and pay over to the Trustee, an amount sufficient to pay such tax and any other taxes imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or imposed on "contributions after start up date" under Section 860G(d) of the Code from amounts otherwise distributable to the Private Class R Certificateholders. The Master Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from CIT Consumer Finance the Seller pursuant to the guarantee of CIT Consumer Finance the Seller and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts pursuant to this Section other than from moneys provided to it by CIT Consumer Finance the Seller or from moneys held in the funds and accounts created under this Agreement. The Trustee shall be deemed conclusively to have complied with this Section if it follows the directions of CIT Consumer Financethe Seller. In the event any tax that is guaranteed by CIT Consumer Finance the Seller is refunded to the Trust or otherwise is determined not to be payable, CIT Consumer Finance the Seller shall be repaid the amount of such refund or that portion of any guarantee payment made by CIT Consumer Finance the Seller that is not applied to the payment of such tax. (b) On or prior to the date that is the second anniversary of the Closing Date, CIT Consumer Financethe Seller, at its election, may substitute a Qualified Substitute Mortgage Loan for a Mortgage Loan that it is obligated to repurchase pursuant to Section 4.03(a) (such Mortgage Loan being referred to as the "Deleted Mortgage Loan") upon satisfaction of the following conditions: (i) CIT Consumer Finance the Seller shall have conveyed to the Trustee the Mortgage Loan to be substituted for the Deleted Mortgage Loan and the File related to such Mortgage Loan and CIT Consumer Finance the Seller shall have marked the Electronic Ledger indicating that such Mortgage Loan constitutes part of the Trust; (ii) the Mortgage Loan to be substituted for the Deleted Mortgage Loan is a Qualified Substitute Mortgage Loan and CIT Consumer Finance the Seller delivers an Officer's Certificate, substantially in the form of Exhibit J-2 hereto, to the Trustee certifying that such Mortgage Loan is a Qualified Substitute Mortgage Loan; (iii) CIT Consumer Finance the Seller shall have delivered to the Trustee an Opinion of Counsel to the effect that the substitution of such Mortgage Loan for such Deleted Mortgage Loan will not cause any of the REMICs to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provision; (iv) if the Principal Balance of such Deleted Mortgage Loan is greater than the Principal Balance of the Mortgage Loan being substituted, the Seller shall have deposited in the Certificate Account the amount of such excess, plus accrued and unpaid interest (the "Substitution Adjustment") and shall have included in the Officer's Certificate required by clause (ii) above a certification that such deposit has been made; and (v) CIT Consumer Finance the Seller shall have delivered to the Rating Agencies prior written notice of such substitution. Upon satisfaction of such conditions, the Trustee shall add such Mortgage Loan to, and delete such Deleted Mortgage Loan from, the List of Mortgage Loans. Such substitution shall be effected prior to the expiration of the period in which CIT Consumer Finance the Seller is otherwise obligated to repurchase such Deleted Mortgage Loan pursuant to Section 4.03(a). Promptly after any substitution of a Mortgage Loan, CIT Consumer Finance shall give written notice of such substitution to the Rating Agencies. (c) Promptly after the repurchase referred to in Section 4.03(a) or the substitution referred to in Section 4.03(b), the Trustee shall execute such documents as are presented to it by CIT Consumer Finance the Seller and are reasonably necessary to reconvey the repurchased Mortgage Loan or Deleted Mortgage Loan, as the case may be, to CIT Consumer Finance the Seller and deliver the related File to CIT Consumer Financethe Seller. (d) The repurchase obligation of CIT Consumer Finance the Seller set forth in this Section 4.03 shall constitute the sole remedy available to the Trust and the Certificateholders for a defect in documentation.