Common use of Transferor Representations and Warranties Clause in Contracts

Transferor Representations and Warranties. (a) The Transferor hereby makes the representations and warranties to the Issuer as of the Cut-Off Date and the Subsequent Transfer Date specified in Section 3.1(a) of the Purchase Agreement. (b) The Transferor further represents and warrants to the Grantor Trustee that with respect to the Subsequent Loans as of the Subsequent Transfer Date each of the representations and warranties contained in Section 3.04 of the Sale and Servicing Agreement are true and correct. It is understood and agreed that the representations and warranties set forth in this Section 5(b) shall survive delivery of the respective Subsequent Loan Files to the Grantor Trustee on behalf of the Grantor Trust. In the event that (a) any of the representations and warranties of the Transferor in Section 3.04 of the Sale and Servicing Agreement are determined to be untrue in a manner that materially and adversely affects the value of, or the interests of the Grantor Trust Holder in, any Subsequent Loan with respect to which such representation or warranty is made and (b) the Transferor shall fail to cure such breach within the time period specified in Section 3.05 of the Sale and Servicing Agreement, the Transferor shall be obligated to repurchase or substitute the affected Subsequent Loan(s) in accordance with the provisions of Section 3.05 of the Sale and Servicing Agreement. With respect to representations and warranties made by the Transferor pursuant to this Section 5(b) that are made to the Transferor's best knowledge, if it is discovered by any of the Transferor or the Grantor Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Subsequent Loan, notwithstanding the Transferor's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty.

Transferor Representations and Warranties. (a) The Transferor hereby makes the representations and warranties to the Issuer as of the Cut-Off Date and the Subsequent Transfer Date specified in Section 3.1(a) of the Purchase Agreement. (b) The Transferor further represents and warrants to the Grantor Trustee Issuer that with respect to the Subsequent Loans as of the Subsequent Transfer Date each of the representations and warranties contained in Section 3.04 of the Sale and Servicing Agreement are true and correct. It is understood and agreed that the representations and warranties set forth in this Section 5(b3.1(b) shall survive delivery of the respective Subsequent Loan Files to the Grantor Indenture Trustee on behalf of the Grantor TrustIssuer. In the event that (a) any of the representations and warranties of the Transferor in Section 3.04 of the Sale and Servicing Agreement are determined to be untrue in a manner that materially and adversely affects the value of, or the interests of the Grantor Trust Holder Securityholders in, any Subsequent Loan with respect to which such representation or warranty is made and (b) the Transferor shall fail to cure such breach within the time period specified in Section 3.05 of the Sale and Servicing Agreement, the Transferor shall be obligated to repurchase or substitute the affected Subsequent Loan(s) in accordance with the provisions of Section 3.05 of the Sale and Servicing Agreement. With respect to representations and warranties made by the Transferor pursuant to this Section 5(b3.1(b) that are made to the Transferor's best knowledge, if it is discovered by any of the Issuer, the Transferor or the Grantor Indenture Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Subsequent Loan, notwithstanding the Transferor's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty.