Common use of Substitution of Home Equity Loans Clause in Contracts

Substitution of Home Equity Loans. (a) On a --------------------------------- Determination Date within two years following the Closing Date and which is on or before the date on which the Seller would otherwise be required to repurchase a Home Equity Loan under Section 2.2 or 2.4, the Seller may deliver to the Trustee one or more Eligible Substitute Home Equity Loans in substitution for any one or more of the Defective Home Equity Loans which the Seller would otherwise be required to repurchase pursuant to Sections 2.2 or 2.4. (b) The Seller shall notify the Issuer, the Owner Trustee, the Servicer and the Trustee in writing not less than five Business Days before the related Determination Date which is on or before the date on which the Seller would otherwise be required to repurchase such Home Equity Loan pursuant to Section 2.2 or 2.4 of its intention to effect a substitution under this Section. On such Determination Date (the "Substitution Date"), the Seller shall deliver to the Issuer (1) the Eligible Substitute Home Equity Loans to be substituted for the Original Home Equity Loans, (2) a list of the Original Home Equity Loans to be substituted for by such Eligible Substitute Home Equity Loans, (3) an Officers' Certificate (A) stating that no failure by the Servicer described in Section 7.1 shall have occurred and be continuing, (B) stating that all conditions precedent to such substitution specified in subsection (a) have been satisfied and attaching as an exhibit a supplemental Home Equity Loan schedule (the "Supplemental Home Equity Loan Schedule") setting forth the same type of information as appears on the Home Equity Loan Schedule and representing as to the accuracy thereof and (C) confirming that the representations and warranties contained in Section 2.4 are true and correct in all material respects with respect to the Substitute Home Equity Loans on and as of such Determination Date, provided that remedies for the inaccuracy of such representations are limited as set forth in Sections 2.2, 2.4 and this Section 2.5 and (4) a certificate stating that cash in the amount of the related Substitution Adjustment, if any, has been deposited to the Collection Account. Upon receipt of the foregoing, the Issuer shall release such Original Home Equity Loans to the Seller. (c) Concurrently with the satisfaction of the conditions set forth in Section 2.5(a) and (b) above and the grant of such Eligible Substitute Home Equity Loans to the Trustee pursuant to Section 2.5(a) above, Exhibit A to this Agreement shall be deemed to be amended to exclude all Home Equity Loans being replaced by such Eligible Substitute Home Equity Loans and to include the information set forth on the Supplemental Home Equity Loan Schedule with respect to such Eligible Substitute Home Equity Loans, and all references in this Agreement to Home Equity Loans shall include such Eligible Substitute Home Equity Loans and be deemed to be made on or after the related Substitution Date, as the case may be, as to such Eligible Substitute Home Equity Loans.

Substitution of Home Equity Loans. (a) On a --------------------------------- Determination Date --------------------------------- within two years following the Closing Date and which is on or before the date on which the Seller would otherwise be required to repurchase a Home Equity Loan under Section 2.2 2.02 or 2.42.04, the Seller may deliver to the Trustee one or more Eligible Substitute Home Equity Loans in substitution for any one or more of the Defective Home Equity Loans which the Seller would otherwise be required to repurchase pursuant to Sections 2.2 2.02 or 2.42.04. (b) The Seller shall notify the Issuer, the Owner Trustee, the Servicer and the Trustee in writing not less than five Business Days before the related Determination Date which is on or before the date on which the Seller would otherwise be required to repurchase such Home Equity Loan pursuant to Section 2.2 2.02 or 2.4 2.04 of its intention to effect a substitution under this Section. On such Determination Date (the "Substitution Date"), the Seller shall deliver to the Issuer Trustee (1) the Eligible Substitute Home Equity Loans to be substituted for the Original Home Equity Loans, (2) a list of the Original Home Equity Loans to be substituted for by such Eligible Substitute Home Equity Loans, (3) an Officers' Certificate (A) stating that no failure by the Servicer described in Section 7.1 8.01 shall have occurred and be continuing, (B) stating that all conditions precedent to such substitution specified in subsection (a) have been satisfied and attaching as an exhibit a supplemental Home Equity Loan schedule (the "Supplemental Home Equity Loan Schedule") setting forth the same type of information as appears on the Home Equity Loan Schedule and representing as to the accuracy thereof and (C) confirming that the representations and warranties contained in Section 2.4 2.04 are true and correct in all material respects with respect to the Substitute Home Equity Loans on and as of such Determination Date, provided that remedies for the inaccuracy of such representations are limited as set forth in Sections 2.22.02, 2.4 2.04 and this Section 2.5 2.06, (4) an Opinion of Counsel to the effect set forth below and (45) a certificate stating that cash in the amount of the related Substitution AdjustmentAdjustment Amount, if any, has been deposited to the Collection Account. Upon receipt of the foregoing, the Issuer Trustee shall release such Original Home Equity Loans to the Seller. (c) Concurrently with the satisfaction of the conditions set forth in Section 2.5(a2.06(a) and (b) above and the grant of such Eligible Substitute Home Equity Loans to the Trustee pursuant to Section 2.5(a2.06(a) above, Exhibit A C to this Agreement shall be deemed to be amended to exclude all Home Equity Loans being replaced by such Eligible Substitute Home Equity Loans and to include the information set forth on the Supplemental Home Equity Loan Schedule with respect to such Eligible Substitute Home Equity Loans, and all references in this Agreement to Home Equity Loans shall include such Eligible Substitute Home Equity Loans and be deemed to be made on or after the related Substitution Date, as the case may be, as to such Eligible Substitute Home Equity Loans. (d) In connection with any Home Equity Loan that the Seller is required to purchase or replace, the Seller shall deliver to the Trustee and the Certificate Insurer an Opinion of Counsel to the effect that such purchase or substitution will not cause (x) any federal tax to be imposed on the Trust, including without limitation, any Federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the start-up day" under Section 860G(d)(1) of the Code or (y) any portion of the Trust to fail to qualify as a REMIC at any time that any Certificate is outstanding. In the event that such opinion indicates that a repurchase or substitution will result in the imposition of a prohibited transaction tax, give rise to net taxable income or be deemed a contribution to the REMIC after the "start-up day", the Seller shall not be required to repurchase or replace any such Home Equity Loan unless and until the Servicer has determined there is an actual or imminent default with respect thereto or that such defect or breach adversely affects the enforceability of such Home Equity Loan. Notwithstanding anything to the contrary herein, an Opinion of Counsel under this Section 2.06(d) shall not be required with respect to the purchase or replacement of a Home Equity Loan if such replacement occurs within three months of the Startup Day, or with respect to a purchase or replacement (i) if the Home Equity Loan that is being purchased or replaced is in default, or default of such Home Equity Loan is reasonably foreseeable, or (ii) the Home Equity Loan does not conform to a customary representation or warranty given by the Seller or prior owner of the Home Equity Loan regarding the characteristics of such Home Equity Loan, or the characteristics of the pool of Home Equity Loans of which the Home Equity Loan is a part.

Substitution of Home Equity Loans. (a) On a --------------------------------- Determination Date within two years following the Closing Date and which is on or before the date on which the Seller would otherwise be required to repurchase a Home Equity Loan under Section 2.2 2.02 or 2.42.05, the Seller may deliver to the Trustee one or more Eligible Substitute Home Equity Loans in substitution for any one or more of the Defective Home Equity Loans which the Seller would otherwise be required to repurchase pursuant to Sections 2.2 2.02 or 2.42.05. In connection with any such substitution, the Seller shall calculate the Substitution Adjustment, if any, and shall deposit such amount to the Collection Account on or before the Business Day prior to the Distribution Date in the month succeeding the calendar month during which the related Home Equity Loan became required to be purchased or replaced hereunder. (b) The Seller shall notify the IssuerMaster Servicer, the Owner Trustee, the Servicer Trustee and the Trustee Certificate Insurer in writing not less than five Business Days before the related Determination Date which is on or before the date on which the Seller would otherwise be required to repurchase such Home Equity Loan pursuant to Section 2.2 2.02 or 2.4 2.05 of its intention to effect a substitution under this SectionSection 2.06. On such Determination Date (the "Substitution Date"), the Seller shall deliver to the Issuer Trustee (1) the Eligible Substitute Home Equity Loans to be substituted for the Original Defective Home Equity Loans, (2) a list of the Original Defective Home Equity Loans to be substituted for by such Eligible Substitute Home Equity Loans, (3) an Officers' Officer's Certificate (A) stating that no failure by the Master Servicer described in Section 7.1 8.01 shall have occurred and be continuing, (B) stating that the aggregate Principal Balance of all Eligible Substitute Home Equity Loans (determined with respect to each Eligible Substitute Home Equity Loan as of the Determination Date on which it was substituted) including the principal balance of Eligible Substitute Home Equity Loans being substituted on such Determination Date does not exceed an amount equal to 5% of the Pool Principal Balance as of the Closing Date, (C) stating that all conditions precedent to such substitution specified in subsection (a) have been satisfied and attaching as an exhibit a supplemental Home Equity Loan schedule (the "Supplemental Home Equity Loan Schedule") setting forth the same type of information as appears on the Home Equity Loan Schedule and representing as to the accuracy thereof and (CD) confirming that the representations and warranties contained in Section 2.4 2.05 are true and correct in all material respects with respect to the Eligible Substitute Home Equity Loans on and as of such Determination Date, provided that remedies for the inaccuracy of such representations are limited as set forth in Sections 2.22.02, 2.4 2.05 and this Section 2.5 2.06, (4) an Opinion of Counsel (which shall also be delivered to the Certificate Insurer) to the effect set forth in Clause (d) below and (45) a certificate stating that cash in the amount of the related Substitution Adjustment, if any, has been deposited to the Collection Account. Upon receipt of the foregoing, the Issuer Trustee shall release such Original Defective Home Equity Loans to the SellerSeller without recourse, representation or warranty. (c) Concurrently with the satisfaction of the conditions set forth in Section 2.5(aSections 2.06(a) and (b) above and the grant transfer of such Eligible Substitute Home Equity Loans to the Trustee on behalf of the Trust pursuant to Section 2.5(a) above2.06(a), the Seller shall deliver to the Trustee a revised Exhibit A C to this Agreement shall be deemed to be amended to exclude all Home Equity Loans being replaced by such Eligible Substitute Home Equity Loans and to include the information set forth on the Supplemental Home Equity Loan Schedule with respect to such Eligible Substitute Home Equity Loans, and all references in this Agreement to Home Equity Loans shall include such Eligible Substitute Home Equity Loans and be deemed to be made on or after the related Substitution Date, as the case may be, as to such Eligible Substitute Home Equity Loans. (d) In connection with any Home Equity Loan that the Seller is required to purchase or replace, the Seller shall deliver to the Trustee and the Certificate Insurer an Opinion of Counsel to the effect that such purchase or substitution will not cause (x) any federal tax to be imposed on the Trust, including, without limitation, any Federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the start-up day" under Section 860G(d)(1) of the Code or (y) the Trust to fail to qualify as a REMIC at any time that any Certificate is outstanding. In the event that such opinion indicates that a repurchase or substitution will result in the imposition of a prohibited transaction tax, give rise to net taxable income or be deemed a contribution to the REMIC after the Start-up Day, the Seller shall not be required to repurchase or replace any such Home Equity Loan unless and until the Master Servicer has determined there is an actual or imminent default with respect thereto or that such defect or breach adversely affects the enforceability of such Home Equity Loan.

Substitution of Home Equity Loans. (a) On a --------------------------------- Determination Date within two years following the Closing Date and which is on or before the date on which the Seller would otherwise be required to repurchase a Home Equity Loan under Section 2.2 or 2.4, the Seller may deliver to the Trustee one or more Eligible Substitute Home Equity Loans in substitution for any one or more of the Defective Home Equity Loans which the Seller would otherwise be required to repurchase pursuant to Sections 2.2 or 2.4. (b) The Seller shall notify the Issuer, the Owner Trustee, the Servicer Master Servicer, the Representative, the applicable Originator and the Trustee in writing not less than five Business Days before the related Determination Date which is on or before the date on which the Seller Representative would otherwise be required to repurchase or cause the repurchase of such Home Equity Loan pursuant to Section 2.2 or 2.4 of its intention to effect a substitution under this Section. On such Determination Date (the "Substitution Date"), the Seller Representative shall deliver or cause the applicable Originator to deliver to the Issuer (1) the Eligible Substitute Home Equity Loans to be substituted for the Original Home Equity Loans, (2) a list of the Original Home Equity Loans to be substituted for by such Eligible Substitute Home Equity Loans, (3) an Officers' Certificate (A) stating that no failure by the Master Servicer described in Section 7.1 shall have occurred and be continuing, (B) stating that all conditions precedent to such substitution specified in subsection (a) have been satisfied and attaching as an exhibit a supplemental Home Equity Loan schedule (the "Supplemental Home Equity Loan Schedule") setting forth the same type of information as appears on the Home Equity Loan Schedule and representing as to the accuracy thereof and (C) confirming that the representations and warranties contained in Section 2.4 are true and correct in all material respects with respect to the Substitute Home Equity Loans on and as of such Determination Date, provided that remedies for the inaccuracy of such representations are limited as set forth in Sections 2.2, 2.4 and this Section 2.5 and (4) a certificate stating that cash in the amount of the related Substitution Adjustment, if any, has been deposited to the Collection Account. Upon receipt of the foregoing, the Issuer shall release such Original Home Equity Loans to the Seller. (c) Concurrently with the satisfaction of the conditions set forth in Section 2.5(a) and (b) above and the grant of such Eligible Substitute Home Equity Loans to the Trustee pursuant to Section 2.5(a) above, Exhibit A to this Agreement shall be deemed to be amended to exclude all Home Equity Loans being replaced by such Eligible Substitute Home Equity Loans and to include the information set forth on the Supplemental Home Equity Loan Schedule with respect to such Eligible Substitute Home Equity Loans, and all references in this Agreement to Home Equity Loans shall include such Eligible Substitute Home Equity Loans and be deemed to be made on or after the related Substitution Date, as the case may be, as to such Eligible Substitute Home Equity Loans.