Reps, warranties, and enforcement

Representations and warranties are the risk-shifting mechanism in every ABF transaction. When you sell a loan to an SPV or pledge it as collateral, the capital provider doesn’t underwrite every file. Instead, you represent that the loans meet specified criteria, and if they don’t, you buy them back. That’s the deal.

This topic covers what reps you’ll make, how to negotiate them, what happens when they’re breached, and how to manage the economic exposure that comes with every loan you sell.

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Why reps and warranties matter

The rep and warranty framework solves a fundamental information asymmetry. You originated the loan. You know the borrower’s file, the underwriting exceptions, the documentation quality. The capital provider doesn’t. Rather than requiring the capital provider to re-underwrite every loan (expensive, slow), the industry developed a shortcut: you represent that the loans meet certain standards, and if they don’t, you absorb the loss.

This creates contingent liability. Every loan you sell carries potential repurchase exposure. If your rep is breached, you typically must buy back the loan at par plus accrued interest, regardless of its current value. A loan that’s now worth 40 cents triggers a par repurchase. That’s the economic reality.

The numbers

For context, rep and warranty exposure in a typical facility works out to:

Scenario	Exposure
$100M facility, 2% cumulative repurchase rate	$2M
$100M facility, 5% cumulative repurchase rate (elevated)	$5M
$100M facility, stressed scenario (10% breach rate)	$10M

If your net worth is $15M and you’re running $100M+ in facilities, a 10% breach rate in a stressed environment could threaten your company. This is not hypothetical. Post-2008 mortgage rep and warranty litigation resulted in billions in settlements and several originator bankruptcies.

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The rep and warranty framework

ABF transactions include several categories of representations:

Types of representations

Category	What It Covers	When Made	Primary Risk
Originator/Seller reps	Your company (corporate status, authority, financial condition)	Closing and each funding	Corporate-level exposure
Collateral-level reps	Each asset sold (underwriting, documentation, legal compliance)	Each purchase date	Asset-specific repurchase
Servicing reps	Your servicing operations and capability	Closing and ongoing	Servicer termination
Bring-down reps	Reps repeated at each funding	Each draw/purchase	Funding refusal
Ongoing reps	Continuous compliance during facility life	Continuous	Default trigger

Understanding which category a rep falls into determines your exposure and negotiation strategy.

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Standard originator/seller representations

These reps cover you as a company, independent of any specific loan. They’re typically made at closing and brought down at each funding.

Core seller reps

Corporate existence and authority:

• You’re validly organized and in good standing
• You have the power and authority to enter into the transaction
• The agreements are enforceable against you

No conflicts:

• Entering into the transaction doesn’t violate your organizational documents, other contracts, or applicable law
• No consent from third parties is required (other than those already obtained)

Financial condition:

• Your financial statements fairly present your financial condition
• No material adverse change since the last financial statements
• You’re not insolvent

Litigation:

• No pending or threatened litigation that would materially affect your ability to perform
• No regulatory actions or investigations (with possible scheduled exceptions)

Regulatory compliance:

• You hold all required licenses to originate and service
• You’re in compliance with applicable laws and regulations

ERISA:

• No assets constituting “plan assets”
• No ERISA violations that would affect the transaction

What to negotiate

Knowledge qualifiers. For reps about third-party actions (litigation, regulatory investigations), push for “to Seller’s knowledge” or “to Seller’s knowledge after reasonable inquiry.” You can’t represent what you don’t know.

Materiality thresholds. “No litigation” is impossible. “No material litigation” is manageable. Define material (e.g., claims exceeding $250K, or claims that could reasonably be expected to result in a material adverse effect).

Scheduled exceptions. If you have known issues (pending litigation, regulatory inquiry), disclose them on a schedule. A scheduled exception is not a rep breach. This is standard practice and capital providers expect it.

MAC/MAE definitions. “Material adverse change” is heavily negotiated. Push for objective standards rather than “in the lender’s judgment.” A 15% decline in EBITDA is measurable. “Any event the lender deems material” is a blank check.

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Collateral-level representations

These are the reps that create repurchase exposure. You make them about every loan you sell, and breach triggers the repurchase obligation.

Underwriting representations

You’ll represent that each loan:

• Was originated in accordance with your credit policy: This is the foundational rep. If you underwrote outside your guidelines (even with a documented exception), you may have a breach.
• Meets the eligibility criteria: The facility defines eligible receivables. If a loan doesn’t meet the criteria but was sold anyway, that’s a breach.
• Has complete and accurate documentation: The loan file contains all required documents, and the information in those documents is accurate.
• Has not been materially modified since origination: Post-origination modifications (rate reductions, term extensions) outside permitted limits can breach this rep.

Obligor representations

You’ll represent about each borrower:

• Not bankrupt: The obligor has not filed for bankruptcy and is not the subject of insolvency proceedings.
• Information accurate: Borrower-provided information (income, employment, assets) was accurate as of the origination date.
• No known fraud: To your knowledge, no fraud was involved in the loan application or origination.
• Meets eligibility requirements: Minimum credit score, DTI limits, geographic restrictions, etc.

Legal and perfection representations

• Valid and binding obligation: The loan documents create a legal, valid, and binding obligation of the borrower.
• Properly perfected security interest: For secured loans, your security interest is properly perfected (UCC filings, mortgage recordings, title insurance).
• Complies with applicable law: The loan doesn’t violate usury limits, licensing requirements, consumer protection laws, fair lending laws, or other applicable regulations.
• No prior liens: For secured loans, no prior or pari passu liens exist (or if they do, they’re disclosed and subordinated).

Performance representations

• Not delinquent: The loan is not more than [30/60] days past due.
• No payment defaults: No payment default has occurred and is continuing.
• No disputes: No active disputes, defenses, or offsets have been asserted by the borrower.

What to negotiate

“As of” dating. Obligor information reps should be as of the origination date, not the purchase date. You verified income at origination; you didn’t re-verify it before selling the loan two months later.

Knowledge qualifiers on fraud and disputes. You can’t represent there’s no fraud if you don’t know about it. “To Seller’s knowledge, no fraud” is appropriate. Same for disputes: “No disputes of which Seller has received written notice.”

Materiality thresholds. A missing signature page is different from a missing loan application. Push for materiality: “No material defect in the loan documentation” or “Documentation substantially complies with credit policy.”

Permitted exceptions. If your credit policy allows documented exceptions (supervisor override of DTI limit with compensating factors), the facility should recognize those exceptions. Otherwise, every exception loan is a potential rep breach.

Note: Build an exceptions log during origination. When you make an exception to credit policy, document it contemporaneously with the compensating factors. This log becomes your defense if the capital provider later claims the exception was a rep breach.

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Servicing representations

If you’re the servicer, you’ll make additional reps about your servicing operations.

Standard servicing reps

• Qualified and licensed: You’re qualified and hold all required licenses to service the loans in all relevant jurisdictions.
• Conduct in accordance with standards: You’ve serviced (and will continue to service) in accordance with the servicing standard defined in the agreement.
• Timely remittance: Collections have been (and will be) remitted to the collection account within the required timeframe.
• No commingling: Borrower payments have not been commingled with your operating funds.
• Adequate systems and controls: Your servicing systems and internal controls are adequate to perform your obligations.
• Insurance and bonding: You maintain errors and omissions insurance and fidelity bonds as required.

Servicing standard definition

The servicing standard language matters. Common formulations:

Standard	What It Means	Originator Preference
”Prudent servicer”	Industry-standard practices for similar loans	Moderate
”Same as own book”	Service as you would your own retained loans	Higher
”Same as own book, but in no event less than prudent servicer”	Whichever is higher	Lowest
”Maximize collections”	Aggressive collection regardless of borrower circumstances	Context-dependent

What to negotiate: If you’re also holding equity in the SPV or subordinated positions, “same as own book” makes sense because your interests are aligned. If you’re paid a flat servicing fee with no residual interest, push for “prudent servicer” to avoid being held to a standard that doesn’t match your economic incentive.

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Bring-down and ongoing representations

Bring-down mechanics

At each funding or purchase date, you “bring down” certain representations. This means you reaffirm that those reps remain true.

Deemed bring-down: Some agreements provide that by requesting a funding, you are deemed to represent that all bring-down reps remain true. No explicit certification required.

Explicit bring-down: Other agreements require a bring-down certificate signed by an officer. This creates a paper trail and personal accountability.

Consequences of failed bring-down:

• Capital provider can refuse to fund
• May constitute an immediate event of default
• May trigger acceleration of existing obligations

What to negotiate: Carve-outs for immaterial breaches. If a single loan out of 500 in a purchase has a documentation defect, that shouldn’t prevent funding of the other 499. Build in a basket (e.g., “bring-down reps are true except with respect to Receivables representing not more than 5% of the aggregate Purchase Amount”).

Ongoing representations

Some reps are continuous, not just point-in-time. These typically include:

• Compliance with covenants (financial and portfolio)
• No material adverse change
• No event of default
• Maintenance of required licenses and insurance

Notification obligations: You’re typically required to notify the capital provider promptly (3-5 business days) upon learning of any breach or potential breach of an ongoing rep.

What to negotiate: Grace periods. A rep that becomes untrue shouldn’t trigger immediate default. You should have time to cure or at minimum to notify and discuss. Push for 30-day cure periods where the breach is curable, and notification-only obligations where cure isn’t possible (e.g., learning of a regulatory investigation).

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Breach remedies

When a rep is breached, what happens? The answer depends on the breach type and the negotiated remedies.

Repurchase obligation

The standard remedy for collateral-level rep breach is repurchase. You buy back the loan at the Repurchase Price.

Repurchase Price formulas:

Formula	Description	Typical Usage
Par + accrued	Unpaid principal balance + accrued interest	Most common
Par + accrued + costs	Add enforcement costs, legal fees	Capital provider friendly
Par + accrued - collections	Net of amounts collected post-breach	Originator friendly
Lesser of par and fair value	Caps exposure on charged-off loans	Rare, heavily negotiated

Timing: You typically have 30-90 days from notice of breach to complete the repurchase. The clock starts when you receive notice meeting the requirements in the agreement (written, specifying the breach, identifying the loans).

Substitution alternative: Some agreements allow you to substitute a conforming loan instead of repurchasing for cash. This requires having conforming loans available that meet the eligibility criteria.

Make-whole

Make-whole is an alternative to repurchase where you cover the capital provider’s loss without taking back the asset.

When used:

• The loan is already charged off and you don’t want it back
• The loan is in foreclosure and taking it back would interrupt the process
• The capital provider prefers cash to the underlying collateral

Make-whole calculation: Typically the difference between the Repurchase Price and the current market value (or recovery value if charged off). You pay the shortfall.

Indemnification

Indemnification is broader than repurchase. It covers losses arising from the breach, not just the value of the affected loan.

What indemnification covers:

• Third-party claims (borrower lawsuits alleging predatory lending, regulatory fines)
• Costs of defense (legal fees, settlement costs)
• Consequential damages in some cases

Key distinctions from repurchase:

• Repurchase is capped at the loan value; indemnification can exceed it
• Repurchase is loan-specific; indemnification can cover portfolio-wide losses from a single breach
• Indemnification typically requires actual loss, not just breach

What to negotiate: Indemnification caps, exclusions for consequential damages, and requirement for notice and opportunity to participate in defense. If you’re going to pay for a defense, you should have input on strategy.

Cash trapping

Pending resolution of a disputed breach, the capital provider may trap cash that would otherwise flow to you.

How it works: Your residual distributions or servicing fees are held in a reserve account until the breach is resolved. If the breach is confirmed, the trapped cash goes toward the repurchase price. If the breach is cured or determined not to exist, you get the cash.

What to negotiate: Limits on trapping (e.g., capped at estimated exposure), release mechanics, and interest on trapped funds.

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Enforcement mechanics and timing

Notice and opportunity to cure

Before enforcement, you should have notice and a chance to fix the problem.

Notice requirements:

• Written notice specifying the breach
• Identification of the affected loans
• Description of the rep alleged to be breached
• Deadline to cure or respond

Cure periods by breach type:

Breach Type	Typical Cure Period	Notes
Documentation defect	30-60 days	Time to locate or recreate documents
Underwriting exception	15-30 days	Often not curable; leads to repurchase
Obligor rep breach	15-30 days	Usually not curable
Seller corporate rep	30 days	May require corporate action
Servicing standard	15-30 days	May include transition period

Cure by substitution: Instead of repurchasing, substitute a conforming loan of equal or greater value. This preserves your cash while satisfying the capital provider’s collateral requirements.

Dispute resolution

Not every claimed breach is valid. You need a process to challenge incorrect determinations.

Internal escalation: First step is typically discussion between principals. Many disputes resolve when both sides review the file together.

Third-party review: For disputed breaches, agree on a neutral third party (usually a due diligence firm) to review a sample and determine breach rates. Their determination may be binding or advisory.

Arbitration vs. litigation: Some agreements require binding arbitration for rep and warranty disputes. This is faster and cheaper than litigation but limits your discovery rights and appeal options.

What to negotiate: The dispute resolution process should be spelled out in the documents. Don’t leave it to negotiation when you’re already in conflict. Include timelines, cost allocation (loser pays or split), and scope of review.

Acceleration and cross-default

A material rep breach can trigger acceleration of the entire facility.

When breach triggers acceleration:

• Breach of a “material” rep (defined term, or determined by capital provider)
• Breach not cured within the cure period
• Aggregate breaches exceeding a threshold
• Breach combined with other events of default

Cross-default: If the rep breach triggers default under this facility, it may also trigger default under your other facilities (depending on cross-default provisions). This can cascade quickly.

What to negotiate: Ensure breach of a single loan rep doesn’t automatically trigger facility acceleration. Build in materiality thresholds (e.g., “breach affecting more than X% of the portfolio”) before acceleration is available as a remedy.

Survival periods

How long do your reps survive? This determines how long you have repurchase exposure.

Typical survival periods:

Rep Type	Typical Survival	Notes
Seller corporate reps	2-4 years	May survive longer for fraud
Collateral reps	Life of the loan or 2-6 years	Varies significantly
Servicing reps	Term of servicing engagement
Indemnification	4-6 years or statutory limit	Check statute of limitations

What to negotiate: Shorter survival periods reduce your tail exposure. Capital providers want reps to survive until the loan pays off (or defaults). Compromise positions include survival until 24 months after purchase, or survival until 12 months after facility termination.

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Negotiation considerations by role

Originator/seller priorities

1. Knowledge qualifiers wherever possible. “To Seller’s knowledge” on fraud reps, litigation reps, and any rep about third-party actions.

2. Materiality thresholds on all reps. “Material compliance” rather than “full compliance.” “Material documentation” rather than “all documentation.”

3. Aggregate repurchase caps. If you’re selling $100M of loans, cap your aggregate repurchase exposure at $5-10M. This protects your company from catastrophic loss.

4. Reasonable cure periods. 30-60 days for documentation defects. Don’t accept same-day repurchase demands.

5. Dispute resolution before repurchase becomes final. You should be able to challenge incorrect breach determinations before you’re required to wire cash.

6. Scheduled exceptions for known issues. Disclose everything you know about upfront. A scheduled exception is not a breach.

Capital provider priorities

1. Broad, unqualified reps on underwriting and documentation. This is their primary protection against buying defective collateral.

2. Clear repurchase triggers without extensive dispute process. They want efficient remedies when breaches occur.

3. No aggregate caps that leave them exposed. If you breach 20% of the reps, they don’t want to be limited to recovering on 5%.

4. Short cure periods. They want defective loans out of the pool quickly.

5. Right to demand third-party diligence at seller expense. If they suspect problems, they can commission a file review and you pay for it if breaches are found.

6. Cross-acceleration upon material rep breach. Material problems with your reps should give them the ability to exit the facility entirely.

Allocator / LP perspective

If you’re evaluating a fund that invests in ABF:

1. Ask about historical rep breach rates. How often have underlying loans been repurchased? What were the causes?

2. Understand repurchase reserve adequacy. Does the fund (or the originator) maintain reserves against potential breaches?

3. Review the manager’s rep and warranty risk management. How do they evaluate rep packages? What’s their dispute resolution track record?

4. Assess exposure concentration. If 30% of the portfolio is from one originator, you have concentrated rep breach risk.

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Common rep and warranty pitfalls

Documentation pitfalls

Overly broad reps. “Compliance with all applicable laws” includes every federal, state, and local law. If there’s an obscure requirement you’ve never heard of, that’s a breach. Push for “material compliance with applicable laws” or list the specific laws covered.

Missing knowledge qualifiers. Representing “no fraud” when you can’t possibly know means you’re guaranteeing against something you can’t verify. “No fraud of which Seller is aware” is appropriate.

No materiality threshold. A missing initial in a signature block is technically a documentation defect. It shouldn’t trigger par repurchase on a performing loan. Push for “no material defect” or “substantially complies.”

Survival mismatch. Your reps survive 6 years but the originator you bought from went out of business 3 years ago. Now you have liability without recourse. Match your rep survival to back-to-back rep survival from your own sources.

Circular definitions. “Eligibility Criteria” references “Underwriting Guidelines” which references “Approved Products” which references “Eligibility Criteria.” When you need to determine breach, you can’t find a straight answer. Insist on clear, standalone definitions.

Operational pitfalls

No repurchase reserve. Without a reserve, repurchase demands hit your P&L immediately. You may not have the cash when a large repurchase demand hits. Maintain a reserve (typically 0.5-2% of cumulative sales).

Tracking failures. If you don’t track breach claims, cure actions, and outcomes, you can’t manage the exposure. You also can’t defend against duplicate claims or claims outside survival periods.

Sampling inconsistency. If capital provider A reviews 100 files and finds 3 breaches, but capital provider B reviews a different 100 files and finds 15 breaches, something’s wrong. Either your origination quality is inconsistent or the review methodology differs. You need to understand which.

No escalation process. Disputed breach claims that sit unresolved for months create uncertainty, strain relationships, and often get worse. Build in escalation timelines and executive-level resolution meetings.

Economic pitfalls

Unlimited repurchase exposure. If you’ve sold $500M of loans over 5 years and every one carries par repurchase exposure, your contingent liability is $500M. If your net worth is $20M, you’re betting the company that your breach rate stays under 4%.

Par repurchase on charged-off loans. You sold a loan at par. The borrower defaulted. The loan is now worth 30 cents on recovery. You have to buy it back at par. You just lost 70 cents on the dollar. This is the standard deal, but it concentrates losses on you when performance deteriorates.

Indemnity stacking. Same breach triggers both repurchase (par on the loan) and indemnification (legal costs, lost portfolio yield, consequential damages). Read carefully to ensure you’re not paying twice for the same breach.

No make-whole option. If you must take back charged-off loans (rather than pay the difference), you now own a collection asset you may not want and can’t efficiently manage. Push for make-whole as an alternative to repurchase.

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Rep and warranty insurance

R&W insurance can transfer some of your repurchase exposure to a third-party insurer.

When it makes sense

• Whole loan sales where the buyer wants transferable protection. If you’re selling a portfolio and walking away, the buyer may require R&W insurance so they have someone to sue if problems emerge after you’re gone.

• M&A transactions with rep exposure. When acquiring an originator, you’re inheriting their rep exposure. Insurance can cap that exposure.

• Securitizations with long tail risk. For term deals where reps survive for years, insurance can limit your residual exposure.

What it costs

Typical premiums range from 0.5% to 2.0% of covered exposure, depending on:

• Asset class (prime auto is cheaper than subprime consumer)
• Rep scope (narrow, specific reps vs. broad “all reps”)
• Historical performance of the originator
• Diligence depth (more file reviews = better pricing)
• Policy term and retention level

Coverage limitations

Exclusions: Known issues, fraud (usually), certain asset types, losses from servicer misconduct. Read the exclusions carefully. The gap between “rep and warranty insurance” and “insurance that covers your rep and warranty exposure” can be significant.

Deductibles and retention: You typically retain the first 1-3% of losses before insurance kicks in. This ensures you have skin in the game.

Claims process: Insurance claims take time (3-12 months is common). You may need to repurchase first and seek reimbursement later. Understand the cash flow implications.

Providers

Major R&W insurance providers include AIG, Euclid, Liberty, RWI, and several Lloyd’s syndicates. Specialty brokers (Aon, Marsh, EPIC) can help place coverage and negotiate terms.

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Worked examples

Example 1: documentation defect repurchase

Situation: You sold a personal loan to the SPV 6 months ago. During a quarterly file review, the capital provider’s diligence firm discovers the income verification document is missing from the file.

Rep breach: You represented that “all Required Documents are contained in the Loan File.” A missing document breaches this rep.

Notice: Capital provider sends written notice identifying the loan, the missing document, and the breached rep. Notice is dated March 1.

Cure period: 30 days per the agreement.

Cure attempt: You check your origination system. The income verification was completed but misfiled. You locate it and provide a certified copy to the custodian by March 20.

Outcome: Breach cured. No repurchase required. Document the cure in your breach log.

If you couldn’t locate the document:

• Repurchase Price: $25,000 (UPB) + $312.50 (accrued interest at 15% for 25 days) = $25,312.50
• You wire funds by March 31
• The loan is transferred back to you
• You now own a performing loan you can hold, sell elsewhere, or attempt to refinance

Example 2: underwriting exception repurchase

Situation: You’re an auto lender. Your credit policy caps DTI at 50%. A loan was originated at 55% DTI with a supervisor exception documented as “compensating factors: 5-year employment history, substantial down payment.”

The loan defaults 18 months after origination. The capital provider reviews the file and claims a rep breach because the loan was originated outside your credit policy.

Rep at issue: “Each Receivable was originated in accordance with the Seller’s Underwriting Guidelines.”

Your position: Your Underwriting Guidelines permit documented exceptions with compensating factors. This was a documented exception. No breach.

Capital provider’s position: “Originated in accordance with” means within the guidelines, not with exceptions. Exception loans are excluded.

Resolution process:

1. Internal discussion: No agreement
2. Escalation to senior principals: No agreement
3. Third-party review: Engage a mutually agreed diligence firm to review the file and your Underwriting Guidelines

Third-party determination: Your Underwriting Guidelines do permit documented exceptions. The exception process was followed. No breach.

Outcome: No repurchase. Capital provider absorbs the loss on the defaulted loan. Relationship strained but claim resolved.

If the exception process wasn’t followed:

• Repurchase Price: $18,000 (UPB, loan is delinquent but not charged off)
• You wire funds within 30 days
• You now own a delinquent auto loan
• You can pursue collections, repossess, or charge off

Example 3: mass repurchase demand

Situation: Economic downturn causes elevated defaults in your consumer loan portfolio. The capital provider commissions a comprehensive file review of all 90+ day delinquent loans.

File review findings: Of 200 delinquent loans reviewed:

• 15 have documentation defects (missing documents)
• 8 were originated outside credit policy (no documented exception)
• 4 have income discrepancies (stated income doesn’t match verification)
• 173 have no identified rep breach

Capital provider demand: Repurchase all 27 loans identified as breaches.

Aggregate exposure:

• 27 loans x average UPB $22,000 = $594,000
• Plus accrued interest: ~$610,000 total

Your review of the findings:

• 15 documentation defects: 10 are curable (you can locate documents), 5 are valid breaches
• 8 underwriting exceptions: 3 had documented exceptions (not breaches), 5 are valid breaches
• 4 income discrepancies: Reviewing files; 2 appear valid, 2 are disputable

Negotiated resolution:

• Cure 10 documentation defects within 30 days
• Repurchase 12 loans with valid, undisputed breaches ($264,000)
• Submit 5 disputed loans to third-party review
• Third-party determines 3 are breaches, 2 are not
• Final repurchase: 15 loans, $330,000

Lessons:

• Aggregate cap would have helped (if you had one at 5%, you’d be capped at ~$400,000 on a $8M portfolio)
• Documentation tracking is critical (10 breaches were curable but required retrieval effort)
• Dispute process saved you $44,000 (2 loans wrongly identified as breaches)

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Checklist: rep and warranty review

Before signing

• Map all reps to the party that can actually verify them (don’t rep facts you can’t know)
• Identify reps that need knowledge qualifiers and confirm they’re included
• Confirm materiality thresholds exist for documentation and compliance reps
• Check cure periods are explicitly stated and reasonable (30+ days for documentation)
• Verify repurchase price formula (par + accrued is standard; push back on penalty components)
• Understand survival periods and confirm they match your retention of source documents
• Model aggregate repurchase exposure under stress (5%, 10%, 15% breach rates)
• Review scheduled exceptions list and ensure all known issues are disclosed
• Confirm dispute resolution process is documented (not left to future negotiation)
• Check for indemnity stacking (same breach shouldn’t trigger repurchase plus unlimited indemnity)

Ongoing management

• Track all rep breach claims (date received, loans identified, rep alleged breached)
• Document cure actions and outcomes
• Maintain repurchase reserve (0.5-2% of cumulative sales)
• Monitor sample review results (your internal QC and capital provider audits)
• Review aging of open disputes (escalate stale disputes)
• Update scheduled exceptions when new issues arise
• Reconcile repurchase reserve to actual breach experience annually
• Review rep survival periods as loans age (when does exposure roll off?)

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Related topics

• Term Sheet Anatomy for how reps appear at the term sheet stage
• Transaction Agreements for where reps sit in the document stack
• True Sale and Perfection for how reps support true sale opinions
• Covenants for ongoing compliance obligations that may interact with rep bring-downs