Common use of Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty Clause in Contracts

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of the Mortgage Loans Files or other documents evidencing or relating to the Mortgage Loans or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the related Custodian’s preliminary exception reports, as described in the related Custodial Agreement, as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or within sixty (60) days of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, within ninety (90) days of its discovery or receipt of notice of any such missing or materially defective documentation or within ninety (90) days of any such breach of a representation and warranty, either (i) repurchase the affected Mortgage Loan at the Purchaser’s optionPurchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Substitute Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. Notwithstanding the foregoing, if the representation made by the Seller in Section 6(xxiv) of this Agreement is breached, the Trustee shall, in accordance with the terms of the Pooling and Servicing Agreement, enforce the obligation of the Seller to repurchase such Mortgage Loan at the Purchase Price, or to provide a Substitute Loan (plus any costs and damages incurred by the Trust Fund in connection with any violation by any such Mortgage Loan of any predatory or abusive lending law) within ninety (90) days after the date on which the Seller was notified of such breach. The Seller may, at the request of shall deliver to the Purchaser such amended Closing Schedule and assuming shall deliver such other documents as are required by this Agreement or the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 2.3 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 2.3 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for Trust. Upon discovery by the benefit of holders Seller, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansSeller (as listed on the Trustee’s initial certification), notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination as part of any Mortgage File. With respect to File or of a breach of any of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, transferee or designee or transferee, then notwithstanding the Seller’s lack of knowledge (it being understood that with respect to the substance of such representation representations and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described warranties set forth in the following paragraphs last sentence of this clause (xxxix) or in clauses (xlvi), (xlvii), (lxi) and (lxiv) of Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of herein, a breach of any such representation or warranty shall in and of the foregoing representations and warranties made by the Seller that itself be deemed to materially and adversely affects the value of the Mortgage Loans or affect the interest therein of the Purchaser (and the Purchaser’s assignee, transferee or which materially and adversely affects the interests of the Purchaser designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller’s receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the other. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at the Purchaser’s optionwithin ninety (90) days of its discovery or receipt of notice, repurchase such the affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement). The Seller may, at shall amend the request Closing Schedule to reflect the withdrawal of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan from the terms of this Agreement and substitute in its place a Qualified Substitute Mortgage Loan the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee’s initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser or the Purchaser’s assignee, transferee or designee (it being understood that with respect to the representations and warranties set forth in the last sentence of (xxxix), (xlvi), the first sentence of (xlvii), (lxi) and (lxiv) of Section 6 herein, a breach of any such representation or which warranty shall in and of itself be deemed to materially and adversely affects affect the interests interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller’s receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Seller, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansSeller (as listed on the Trustee's Preliminary Exception Report), notwithstanding any restrictive or qualified endorsement on as part of, any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, transferee or designee or transferee, then notwithstanding the Seller’s lack of knowledge (it being understood that with respect to the substance representations and warranties set forth in (xli), (xlii), (xliii), (xliv) and (xlvi) of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of herein, a breach of any such representation or warranty shall in and of the foregoing representations and warranties made by the Seller that itself be deemed to materially and adversely affects the value of the Mortgage Loans or affect the interest therein of the Purchaser (and the Purchaser's assignee, transferee or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loandesignee), the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty (it being understood that with respect to the representations and warranties set forth in (xli), (xlii), (xliii), (xliv) and (xlvi) of Section 6 herein, a breach of any such representation or warranty made by the Seller that shall in and of itself be deemed to materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or affect the interest therein of the Purchaser and the Purchaser's assignee, transferee or designee), the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty in Section 6(xxxix) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Seller shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary Principal Prepayment. The Seller mayshall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanSeller, the Purchaser, or any assignee, transferee or designee of the Purchaser and that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five Business Days to the others. Within ninety (90) days of its discovery or its receipt of notice, the Seller promptly shall arrange for either (i) repurchase the reassignment of the repurchased or substituted affected Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementLoans.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. In addition, the Seller hereby acknowledges and agrees that any breach of the representations set forth in Section 5(b) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The , the Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) Section 5 of this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be materially impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Originator, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansOriginator (as listed on the Trustee's Preliminary Exception Report), notwithstanding any restrictive or qualified endorsement on as part of, any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, transferee or designee or transferee, then notwithstanding the Seller’s lack of knowledge (it being understood that with respect to the substance representations and warranties set forth in (xli), (xlii), (xliii), (xlvi) and (xlvii) of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of herein, a breach of any such representation or warranty shall in and of the foregoing representations and warranties made by the Seller that itself be deemed to materially and adversely affects the value of the Mortgage Loans or affect the interest therein of the Purchaser (and the Purchaser's assignee, transferee or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loandesignee), the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty (it being understood that with respect to the representations and warranties set forth in (xli), (xlii), (xliii), (xlvi) and (xlvii) of Section 6 herein, a breach of any such representation or warranty made by the Seller that shall in and of itself be deemed to materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or affect the interest therein of the Purchaser and the Purchaser's assignee, transferee or designee), the Seller Originator promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Seller Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty in Section 6(xxxix) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Originator shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary and full principal prepayment. The Seller mayOriginator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanOriginator, the Purchaser and the Seller shall arrange for the reassignment Purchaser, or any assignee, transferee or designee of the repurchased or substituted Purchaser that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five Business Days to the Seller and others. Within ninety (90) days of its discovery or its receipt of notice, the delivery to Originator promptly shall either (i) repurchase the Seller of any documents held by the Trustee relating to the deficient or repurchased affected Mortgage Loan. In the event Loan at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementLoans.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Seller, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansSeller (as listed on the Trustee's Preliminary Exception Report) as part of, notwithstanding any restrictive or qualified endorsement on any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, transferee or designee or transferee, then notwithstanding the Seller’s lack of knowledge (it being understood that with respect to the substance representations and warranties set forth in (39), (40), (41), (43), (44), (46) and (48) of such representation and warranty being inaccurate at the time the representation and warranty was madeSection 6(a) herein, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any such representation or warranty shall in and of the foregoing representations and warranties made by the Seller that itself be deemed to materially and adversely affects the value of the Mortgage Loans or affect the interest therein of the Purchaser (and the Purchaser's assignee, transferee or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loandesignee), the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty (it being understood that with respect to the representations and warranties set forth in (39), (40), (41), (43), (44), (46) and (48) of Section 6(a) herein, a breach of any such representation or warranty made by the Seller that shall in and of itself be deemed to materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or affect the interest therein of the Purchaser and the Purchaser's assignee, transferee or designee), the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty (37) and (45) in Section 6(a) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Seller shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary Principal Prepayment. Notwithstanding the foregoing, within ninety (90) days of the earlier of discovery by the Seller or receipt of notice by the Seller of the breach of the representation (37) or (45) of the Seller set forth in Section 6(a) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Seller shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any amount previously collected by the Master Servicer and paid by the Master Servicer, for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge. The Seller mayshall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanSeller, the Purchaser, or any assignee, transferee or designee of the Purchaser and that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five (5) Business Days to the others. Within ninety (90) days of its discovery or its receipt of notice, the Seller promptly shall arrange for either (i) repurchase the reassignment of the repurchased or substituted affected Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementLoans.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest Certificates. Other than with respect to the representation and warranty contained in all or a portion of the Mortgage LoansSection 6(xxxiv), notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With with respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Initial Certification) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the other. Within 90 days Originator and the Seller; provided, that a breach of the earlier of either discovery by or notice representations and warranties made in Section 6(xl), (xli), (xlix) and (li) shall be deemed to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a any Mortgage Loan or the Mortgage Loans or the interest therein of the PurchaserCertificateholders. Within sixty (60) days of its discovery or its receipt of notice of any such missing documentation that was not transferred by the Seller as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Seller Originator or the Seller, as applicable, promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller, as applicable, cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time of substitution or repurchase by the Seller of any deficient Mortgage Loanforegoing, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient extent a representation or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations warranty of the Seller set forth in this Section 6 to cure, repurchase regarding the Mortgage Loans has been breached and substitute for a defective Mortgage Loan and (ii) the obligations of circumstance constituting the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or breach also constitutes a breach of a like representation or warranty given by the representations Originator as of an earlier date, the Purchaser's remedy hereunder shall be solely against the Originator and warranties contained in Section 5. The Seller shall indemnify not the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSeller.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Notwithstanding anything to the contrary contained herein, any breach of a representation or warranty contained in clauses (viii), (xxxv), (xxxviii), (xxxix), (xl), (xli), (xlvi), (xlvii), (lvi), (lxi), (lxiv), (lxvii), (lxix) and/or (lxx) of Section 6 above, shall be automatically deemed to affect materially and adversely the interests of the Purchaser or the Purchaser’s assignee, transferee or designee. Upon discovery by either the Seller or Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller, as listed on a Custodian’s preliminary exception report, as described in the Custodial Agreement, as part of any Mortgage File, or of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within ninety (90) days of its discovery or receipt of notice of any such missing or materially defective documentation or of any such breach of a representation and warranty, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for Trust. Upon discovery by the benefit of holders Seller, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansSeller (as listed on the Trustee’s initial certification), notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination as part of any Mortgage File. With respect to File or of a breach of any of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, transferee or designee or transferee, then notwithstanding the Seller’s lack of knowledge (it being understood that with respect to the substance of such representation representations and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described warranties set forth in the following paragraphs last sentence of this clause (xxxix) or in clauses (xlvi), (xlvii), (lxi) and (lxiv) of Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of herein, a breach of any such representation or warranty shall in and of the foregoing representations and warranties made by the Seller that itself be deemed to materially and adversely affects the value of the Mortgage Loans or affect the interest therein of the Purchaser (and the Purchaser’s assignee, transferee or which materially and adversely affects the interests of the Purchaser designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller’s receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 (ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Guarantor the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's initial certification), as part of, any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser (Purchaser, the Guarantor or which materially and adversely affects the interests of the Purchaser Purchaser's assignee, transferee or designee in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price (as defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase PricePrice (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. The Seller mayshall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 8 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on an exception report attached to the initial certification prepared by the Custodian, on behalf of the Trustee), or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 8 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 365 days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or within 120 days of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within 365 days of its discovery or receipt of notice of any such missing or materially defective documentation or within 120 days of any such breach of a representation and warranty, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Replacement Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 9(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Responsible Party or as to which the Seller Responsible Party has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s Responsible Party's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Responsible Party shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Responsible Party and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Price or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(63) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Responsible Party shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates by remitting such amount to the Servicer for deposit into the Custodial Account, net of any deficient Mortgage Loanamount previously collected by the Servicer or paid by the Servicer, the Purchaser and the Seller shall arrange for the reassignment benefit of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal Holders of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s 's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s 's option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 (ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser Purchaser's assignee, transferee or designee in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller's receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Responsible Party or as to which the Seller Responsible Party has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s Responsible Party's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Responsible Party shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Responsible Party and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(68) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any deficient Mortgage LoanPrepayment Charge, the Purchaser and Responsible Party shall pay the Seller shall arrange amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon Except with respect to the defects set forth on Schedule A attached hereto, upon discovery by either the Seller or Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller, as listed on a Custodian’s preliminary exception report, as described in the related Custodial Agreement, as part of any Mortgage File, or of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 60 days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within 90 days of its discovery or receipt of notice of any such missing or materially defective documentation or of any such breach of a representation and warranty, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Sponsor or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Sponsor has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Sponsor with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Sponsor shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller or Sponsor, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Sponsor, as listed on a Custodian’s preliminary exception report, as described in the related Custodial Agreement, as part of any Mortgage File, or of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSponsor. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice to the Seller of any such missing documentation that was not transferred by the Sponsor as described above, or of materially defective documentation, or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller Sponsor promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if in the event the Sponsor cannot deliver such missing document or cannot cure such defect or breach, the Sponsor shall, within ninety (90) days of its discovery or receipt of notice of any such missing or materially defective documentation or of any such breach cannot be curedof a representation and warranty, either (i) repurchase the Seller shall, at the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Sponsor shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Sponsor shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trust Administrator on behalf of the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherOriginator. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller Originator promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator shall, at the Purchaser’s optionwithin ninety (90) days of its discovery or receipt of notice, repurchase such the affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement). The Seller may, at Originator shall amend the request Closing Schedule to reflect the withdrawal of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan from the terms of this Agreement and substitute in its place a Qualified Substitute Mortgage Loan the Pooling and Servicing Agreement. The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be materially impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Originator, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansOriginator (as listed on the Trustee's Preliminary Exception Report), notwithstanding any restrictive or qualified endorsement on as part of, any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty the Originator promptly shall deliver such missing document or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Seller Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty in Section 6(xl) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Originator shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary and full principal prepayment. The Seller mayOriginator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanOriginator, the Purchaser and the Seller shall arrange for the reassignment Purchaser, or any assignee, transferee or designee of the repurchased or substituted Purchaser that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five Business Days to the Seller and others. Within ninety (90) days of its discovery or its receipt of notice, the delivery to Originator promptly shall either (i) repurchase the Seller of any documents held by the Trustee relating to the deficient or repurchased affected Mortgage Loan. In the event Loan at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementLoans.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that a document was not transferred by the Seller (as listed on the Trustee’s preliminary exception report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Certificateholders (it being understood that with respect to the representations and warranties set forth in (43), (45), (46), (47), (48), (49), (54) and (55) of Section 6 herein, a breach of any such representation or warranty shall in and of itself be deemed to materially adversely affect the interest therein of the Purchaser (and the Purchaser’s assignee, transferee or which materially and adversely affects the interests of designee), the Purchaser in or the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser of the amount of the Purchase Price (as such term is defined in the Pooling and shall be accomplished by deposit Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section 7(a) shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At With respect to a breach of the time of substitution or repurchase by representation and warranty set forth in Section 6 (51) that materially and adversely affects the Seller value of any deficient Mortgage Loan, Prepayment Charge or the Purchaser and the Seller shall arrange for the reassignment interest therein of the repurchased or substituted Mortgage Loan to Certificateholders, then notwithstanding the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loansforegoing, the Seller shall effect such substitution by delivering pay the amount of the Prepayment Charge to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Servicer for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementAccount.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee’s initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser or the Purchaser’s assignee, transferee or designee (it being understood that with respect to the representations and warranties set forth in the last sentence of (xxxix), (xlvi), the first sentence of (xlvii), (lxi) and (lxiv) of Section 6 herein, a breach of any such representation or which warranty shall in and of itself be deemed to materially and adversely affects affect the interests interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller’s receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) or 7(c) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed floating rate certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Originator or the Seller, as the case may be, or as to which the Seller Originator or the Seller, as the case may be, has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator or the Seller, as the case may be, with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and Originator or the Seller Seller, as the case may be, shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Originator, the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller, and not transferred by the Originator to the Seller (as listed on the Trustee's Preliminary Exception Report), as part of, any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of as described above or materially defective documentation or any such breach of a representation and warranty the Originator promptly shall deliver such missing document or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Seller Originator shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. With respect to Mortgage Loans where the Mortgage File is missing a material document that was transferred from the Originator to the Seller, within ninety (90) days of its discovery or its receipt of notice of any such missing document the Seller promptly shall deliver such missing document or in the event the Seller cannot deliver such missing document, the Seller shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at the Purchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller mayOriginator or the Seller, at as the request case may be, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the Purchaser terms of this Agreement and assuming the Seller has Pooling and Servicing Agreement and the addition, if any, of a Qualified Substitute Mortgage Loan. The Originator or the Seller, rather than repurchase a deficient Mortgage Loan as provided abovethe case may be, remove shall deliver to the Purchaser such Mortgage Loan amended Closing Schedule and substitute in its place a Qualified Substitute Mortgage Loan shall deliver such other documents as are required by this Agreement or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Seller or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s 's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 3.03 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Initial Certification) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the other. Within 90 days Originator and the Seller; provided, that a breach of the earlier of either discovery by or notice representations and warranties made in Section 6(uu), (vv), (bbb), (ccc), (eee), (ggg) and (sss) shall be deemed to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a any Mortgage Loan or the Mortgage Loans or the interest therein of the PurchaserCertificateholders. Within sixty (60) days of its discovery or its receipt of notice of any such missing documentation that was not transferred by the Seller as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Seller Originator or the Seller, as applicable, promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller, as applicable, cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, to the extent a representation or warranty of substitution the Seller regarding the Mortgage Loans has been breached and the circumstance constituting the breach also constitutes a breach of a like representation or repurchase warranty given by the Seller Originator as of any deficient Mortgage Loanan earlier date, the Purchaser Purchaser's remedy hereunder shall be solely against the Originator and not the Seller Seller. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Originator or receipt of notice by the Originator of the breach of the representation of the Originator set forth in Section 6(ppp) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Originator shall arrange pay the amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 8 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Notwithstanding anything to the contrary contained herein, any breach of a representation or warranty contained in clauses (xxxiii), (xxxvii), (xxxviii), (xl), (xlv) and/or (lii) of Section 8 above, shall be automatically deemed to affect materially and adversely the interests of the Purchaser or the Purchaser’s assignee, transferee or designee. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on an exception report attached to the initial certification prepared by the Custodian, on behalf of the Trustee), or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 8 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 365 days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or within 120 days of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within 365 days of its discovery or receipt of notice of any such missing or materially defective documentation or within 120 days of any such breach of a representation and warranty, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Replacement Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 9(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Seller or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s 's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 3.03 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee’s Initial Certification) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the other. Within 90 days Seller; provided, that a breach of the earlier of either discovery by or notice representations and warranties made in Section 6 (ee), (pp), (uu), (vv), (ccc), (nnn), (ooo) and (ttt) shall be deemed to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects affect the value of a any Mortgage Loan or the Mortgage Loans or the interest therein of the PurchaserCertificateholders. Within sixty (60) days of its dis covery or its receipt of notice of any such missing documentation that was not transferred by the Seller as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Seller Originator or the Seller, as applicable, promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller, as applicable, cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Servic ing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, to the extent a representation or warranty of substitution the Seller regarding the Mortgage Loans has been breached and the circumstance constituting the breach also constitutes a breach of a like representation or repurchase warranty given by the Seller Originator as of any deficient Mortgage Loanan earlier date, the Purchaser Purchaser’s remedy hereunder shall be solely against the Originator and not the Seller Seller. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Originator or receipt of notice by the Originator of the breach of the representation of the Originator set forth in Section 6(ee) above, which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Originator shall arrange pay the amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser or the Purchaser's assignee, transferee or designee (it being understood that with respect to the representations and warranties set forth in the last sentence of (xxxix), (xlvi), the first sentence of (xlvii) and (lxi) of Section 6 herein, a breach of any such representation or which warranty shall in and of itself be deemed to materially and adversely affects affect the interests interest therein of the Purchaser and the Purchaser's assignee, transferee or designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller's receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Responsible Party or as to which the Seller Responsible Party has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the SellerResponsible Party’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Responsible Party shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee’s Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Responsible Party and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(68) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any deficient Mortgage LoanPrepayment Charge, the Purchaser and Responsible Party shall pay the Seller shall arrange amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest Certificates. Except with respect to the representation and warranty contained in all or a portion of the Mortgage LoansSection 6(b)(xxxii), notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With with respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator or Seller, as the case may be, has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator or the Seller, as the case may be, with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and Originator or the Seller Seller, as the case may be, shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Originator, the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller or not transferred by the Purchaser Originator to the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherother parties hereto. Within 90 sixty (60) days of its discovery or its receipt of notice of any such missing documentation that was not transferred by the earlier of either discovery Seller or not transferred by or notice the Originator to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by and warranty, the Seller that materially and adversely affects the value of a Mortgage Loan Originator or the Mortgage Loans Seller, as the case may be, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller, as the case may be, cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as the case may be, shall, at the Purchaser’s optionwithin ninety (90) days of its discovery or receipt of notice, repurchase such the affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement). Notwithstanding the preceding sentences of this paragraph, to the extent that the Originator would otherwise be required to repurchase such affected Mortgage Loan and such obligation results from the breach of any of the representations or warranties that are made or deemed to have been made by the Seller, then the Seller (and not the Originator) shall be required to repurchase such affected Mortgage Loan in the manner described above, and the Purchaser shall have no remedy against the Originator therefor; provided, however, that to the extent that the Seller would otherwise be required to repurchase the affected Mortgage Loans and such obligation results from the breach of any of the representations or warranties that are made or deemed to have been made by the Originator, then the Originator (and not the Seller) shall be required to repurchase the affected Mortgage Loans in the manner described above, and the Purchaser shall have no remedy against the Seller therefor. The Seller mayOriginator or the Seller, at as the request case may be, shall amend the Closing Schedule to reflect the withdrawal of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan from the terms of this Agreement and substitute in its place a Qualified Substitute Mortgage Loan the Pooling and Servicing Agreement. The Originator or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan Seller, as the case may be, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates asset- backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee’s initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser or the Purchaser’s assignee, transferee or designee (it being understood that with respect to the representations and warranties set forth in the last sentence of (xxxix), (xlvi), the first sentence of (xlvii), (lxi) and (lxiv) of Section 6 herein, a breach of any such representation or which warranty shall in and of itself be deemed to materially and adversely affects affect the interests interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller’s receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller or Sellers, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Sellers as part of any Mortgage File or of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of any Mortgage Loan, the Mortgage Loans Purchaser or the interest Purchaser's assignee, transferee or designee or the party discovering the breach shall give prompt written notice to the Sellers. Within ninety (90) days of its discovery or its receipt of notice of any such missing documentation which was not transferred to the Purchaser (as described above or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case defective documentation or any breach of a representation and warranty relating warranty, the Sellers promptly shall deliver such missing document or cure such defect or breach in all material respects, or in the event the Sellers cannot deliver such missing document or such defect or breach cannot be cured, the Sellers shall within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at the Purchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. With respect to Mortgage Loans where the Mortgage File is missing a particular Mortgage Loan)material document that was transferred from the Sellers to the Purchaser, the Purchaser or the Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSellers. Within 90 days The Sellers shall amend the Closing Schedule to reflect the withdrawal of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at from the Purchase Price. The Seller mayterms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Sellers shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by remittance to the Master Servicer for deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be materially impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trust Administrator on behalf of the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Originator, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansOriginator (as listed on the Trust Administrator's Preliminary Exception Report), notwithstanding any restrictive or qualified endorsement on as part of, any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty the Originator promptly shall deliver such missing document or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Seller Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty in Section 6(xxxix) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Originator shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary and full principal prepayment. The Seller mayOriginator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanOriginator, the Purchaser and the Seller shall arrange for the reassignment Purchaser, or any assignee, transferee or designee of the repurchased or substituted Purchaser that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five Business Days to the Seller and others. Within ninety (90) days of its discovery or its receipt of notice, the delivery to Originator promptly shall either (i) repurchase the Seller of any documents held by the Trustee relating to the deficient or repurchased affected Mortgage Loan. In the event Loan at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementLoans.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of and the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificate Insurer. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that a document was not transferred by the Seller (as listed on the Trustee's preliminary exception report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (Certificateholders or which materially and adversely affects the interests of Certificate Insurer, the Purchaser in or the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser of the amount of the Purchase Price (as such term is defined in the Pooling and shall be accomplished by deposit Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section 7(a) shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trust Administrator on behalf of the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherOriginator. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller Originator promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substi tute one or more Qualified Substitute Mortgage Loans. The Originator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Originator or as to which the Seller Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s Originator's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherOriginator or the Seller, as applicable. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by and warranty, the Seller that materially and adversely affects the value of a Mortgage Loan Originator or the Mortgage Loans Seller, as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Originator or receipt of notice by the Originator of the breach of the representation of the Originator set forth in Section 6(lii) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any deficient Mortgage LoanPrepayment Charge, the Purchaser and Originator shall pay the Seller shall arrange amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that a document was not transferred by the Seller (as listed on the Trustee’s preliminary exception report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of Certificateholders, the Purchaser in or the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser of the amount of the Purchase Price (as such term is defined in the Pooling and shall be accomplished by deposit Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section 7(a) shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At With respect to a breach of the time of substitution or repurchase by representation and warranty set forth in Section 6 (46) that materially and adversely affects the Seller value of any deficient Mortgage Loan, Prepayment Charge or the Purchaser and the Seller shall arrange for the reassignment interest therein of the repurchased or substituted Mortgage Loan to Certificateholders, then notwithstanding the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loansforegoing, the Seller shall effect such substitution by delivering pay the amount of the Prepayment Charge to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Servicer for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementAccount.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. Notwithstanding anything to the contrary set forth below, with respect to any breach by the Seller of a representation or warranty made by the Seller in Section 5 that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, if the Seller would not be in breach of such representation or warranty but for a breach by the related Originator of a representation and warranty made by such Originator in the related Servicing Agreement, then such Originator thereunder, in the manner and to the extent set forth therein, and not the Seller, hereunder shall be required to remedy such breach; provided, however, that notwithstanding the foregoing, in the case of a breach of the representations and warranties set forth in Section 5(a)(ii) or Section 5(a)(iii) hereof, if the related Originator shall not have so remedied such breach within the time period set forth in the related Servicing Agreement, then within 30 additional days, the Seller shall remedy such breach in the manner set forth below. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s 's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the PurchaserPurchaser (or within such other time period determined as provided in the first paragraph of this Section 6 in the case of a breach of the representations and warranties set forth in Section 5(a)(ii) or Section 5(a)(iii) hereof), the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s 's option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections Section 5(a), (c), (d) and (e) this Agreement, to the extent and only to the extent that the related Servicer shall have defaulted in its obligation to provide such indemnification for the related breach by such Servicer of the representations made by such Servicer in the related Servicing Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 (ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Guarantor the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser (Purchaser, the Guarantor or which materially and adversely affects the interests of the Purchaser Purchaser's assignee, transferee or designee in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller's receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all Certificates. Upon discovery by the Seller, the Purchaser or a portion any assignee, transferee or designee of the Mortgage LoansPurchaser of any materially defective document in, notwithstanding or that any restrictive material document was not transferred by or qualified endorsement at the direction of the Seller (as listed on any Mortgage Note or Assignment or the examination or lack of examination Trustee’s Preliminary Exception Report) as part of any Mortgage File. With respect to , or of a breach of any of the representations and warranties contained herein in Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Originator and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Originator or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Originator or receipt of notice by the Originator of the breach of the representation of the Originator set forth in Section 6(51) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any deficient Mortgage LoanPrepayment Charge that is due and payable as result of a Principal Prepayment, the Purchaser and Originator shall pay the Seller shall arrange amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Seller or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s 's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 7(a) in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Initial Certification) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to NC Capital and the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan warranty, NC Capital or the Mortgage Loans Seller, as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event NC Capital or the Seller, as applicable, cannot be cureddeliver such missing document or cannot cure such defect or breach, NC Capital or the Seller Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. NC Capital or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. NC Capital or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, to the extent a representation or warranty of substitution or repurchase by the Seller regarding the Mortgage Loans has been breached and the circumstance constituting the breach also constitutes a breach of any deficient Mortgage Loana like representation or warranty given by NC Capital as of an earlier date, the Purchaser Purchaser's remedy hereunder shall be solely against NC Capital and not the Seller Seller. Notwithstanding the foregoing, within ninety (90) days of the earlier of discovery by NC Capital or receipt of notice by NC Capital of the breach of the representation of NC Capital set forth in Section 7.02(xlvi) of the Master Agreement (attached as Exhibit A to the Master Agreement) which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, NC Capital shall arrange pay the amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates, by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of loan files or other documents evidencing or relating to the sale Subsequent Mortgage Loans or any failure on the part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Subsequent Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Subsequent Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Subsequent Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the other. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at the Purchaser’s optionwithin ninety (90) days of its discovery or receipt of notice, repurchase such the affected Subsequent Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement). The Seller may, at shall amend the request Closing Schedule to reflect the withdrawal of such Subsequent Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and assuming shall deliver such other documents as are required by this Agreement or the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. In addition, the Seller hereby acknowledges and agrees that any breach of the representations set forth in Section 5(b) and Section 5(c) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The , the Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) Section 5 of this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Originator or the Seller, as the case may be, or as to which the Seller Originator or the Seller, as the case may be, has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator or the Seller, as the case may be, with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and Originator or the Seller Seller, as the case may be, shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by the Originator, the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller, and not transferred by the Originator to the Seller (as listed on the Trustee's Preliminary Exception Report), as part of, any Mortgage File or of a breach of any of the representations and warranties contained in Section 5(a) or Section 6 that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Purchaser or the Purchaser's assignee, transferee or designee, the party discovering the breach shall give prompt written notice to the others. Within ninety (90) days of its discovery or its receipt of notice of any such missing documentation which was not transferred to the Seller as described above or materially defective documentation or any such breach of a representation and warranty the Originator promptly shall deliver such missing document or cure such defect or breach in all material respects, or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the greater of (A) the Purchase Price (as such term is defined in the Pooling and Servicing Agreement) or (B) with respect to any Mortgage Loan repurchased as a result of a breach of the representation and warranty contained in Section 6(a)(xli), an amount equal to the product of the related purchase price percentage for such Mortgage Loan as specified on Exhibit 8 and the Stated Principal Balance of such Mortgage Loan as of the date of repurchase, or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. With respect to Mortgage Loans where the Mortgage File is missing a material document that was transferred from the Originator to the Seller or upon discovery by the Originator, the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5(b)(xi), (xiii) and (xiv) that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice to the Seller of any such missing document or any such breach of a representation or and warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan promptly shall deliver such missing document or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 , cause the removal of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or Loans and the examination or lack of examination of any Mortgage FileCertificate Insurer. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Originator or the Seller, as the case may be, or as to which the Seller Originator or the Seller, as the case may be, has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator or the Seller, as the case may be, with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and Originator or the Seller Seller, as the case may be, shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by the Originator, the Seller, the Certificate Insurer, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller, and not transferred by the Originator to the Seller (as listed on the Trustee's Preliminary Exception Report), as part of, any Mortgage File or of a breach of any of the representations and warranties contained in Section 5(a) or Section 6 that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Certificate Insurer, the Purchaser or the Purchaser's assignee, transferee or designee, the party discovering the breach shall give prompt written notice to the others. Within ninety (90) days of its discovery or its receipt of notice of any such missing documentation which was not transferred to the Seller as described above or materially defective documentation or any such breach of a representation and warranty the Originator promptly shall deliver such missing document or cure such defect or breach in all material respects, or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at the Purchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. With respect to Mortgage Loans where the Mortgage File is missing a material document that was transferred from the Originator to the Seller or upon discovery by the Originator, the Seller, the Certificate Insurer, the Purchaser or any assignee, transferee or designee of the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5(b)(xi), (xiii) and (xiv) that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of Certificate Insurer, the Purchaser in or the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice to the Seller of any such missing document or any such breach of a representation or and warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan promptly shall deliver such missing document or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller mayOriginator or the Seller, at as the request case may be, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the Purchaser terms of this Agreement and assuming the Seller has Pooling and Servicing Agreement and the addition, if any, of a Qualified Substitute Mortgage Loan. The Originator or the Seller, rather than repurchase a deficient Mortgage Loan as provided abovethe case may be, remove shall deliver to the Purchaser such Mortgage Loan amended Closing Schedule and substitute in its place a Qualified Substitute Mortgage Loan shall deliver such other documents as are required by this Agreement or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanSeller, the Purchaser, the Certificate Insurer, or any assignee, transferee or designee of the Purchaser and that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within two Business Days to the others. Within ninety (90) days of its discovery or its receipt of notice, the Seller promptly shall arrange for either (i) repurchase the reassignment of the repurchased or substituted affected Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementLoans.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of Certificateholders and the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificate Insurer. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller or Seller, the Certificate Insurer, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller, as listed on a Custodian’s preliminary exception report, as described in the Custodial Agreements, as part of any Mortgage File, or of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of Certificate Insurer, the Purchaser in or the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within ninety (90) days of its discovery or receipt of notice of any such missing or materially defective documentation or of any such breach of a representation and warranty, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser and the Certificate Insurer such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all Certificates. Upon discovery by the Seller, the Purchaser or a portion any assignee, transferee or designee of the Mortgage LoansPurchaser of any materially defective document in, notwithstanding or that any restrictive material document was not transferred by or qualified endorsement at the direction of the Seller (as listed on any Mortgage Note or Assignment or the examination or lack of examination Trustee's Preliminary Exception Report) as part of any Mortgage File. With respect to , or of a breach of any of the representations and warranties contained herein in Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Responsible Party and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(63) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Responsible Party shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates by remitting such amount to the Servicer for deposit into the Custodial Account, net of any deficient Mortgage Loanamount previously collected by the Servicer or paid by the Servicer, the Purchaser and the Seller shall arrange for the reassignment benefit of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal Holders of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 8 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Notwithstanding anything to the contrary contained herein, any breach of a representation or warranty contained in clauses (xxxiii), (xxxvii), (xxxviii), (xxxix), (xl) and/or (xlv) of Section 8 above, shall be automatically deemed to affect materially and adversely the interests of the Purchaser or the Purchaser’s assignee, transferee or designee. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on an exception report attached to the initial certification prepared by the Custodian, on behalf of the Trustee), or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 8 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 365 days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or within 120 days of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within 365 days of its discovery or receipt of notice of any such missing or materially defective documentation or within 120 days of any such breach of a representation and warranty, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Replacement Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 9(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed floating rate certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or Loans and the examination or lack of examination of any Mortgage FileCertificate Insurer. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Originator or the Seller, as the case may be, or as to which the Seller Originator or the Seller, as the case may be, has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator or the Seller, as the case may be, with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and Originator or the Seller Seller, as the case may be, shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by the Originator, the Seller, the Certificate Insurer, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller, and not transferred by the Originator to the Seller (as listed on the Trustee's Preliminary Exception Report), as part of, any Mortgage File or of a breach of any of the representations and warranties contained in Section 5(a) or Section 6 that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Certificate Insurer, the Purchaser or the Purchaser's assignee, transferee or designee, the party discovering the breach shall give prompt written notice to the others. Within ninety (90) days of its discovery or its receipt of notice of any such missing documentation which was not transferred to the Seller as described above or materially defective documentation or any such breach of a representation and warranty the Originator promptly shall deliver such missing document or cure such defect or breach in all material respects, or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at the Purchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. With respect to Mortgage Loans where the Mortgage File is missing a material document that was transferred from the Originator to the Seller or upon discovery by the Originator, the Seller, the Certificate Insurer, the Purchaser or any assignee, transferee or designee of the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5(b)(xi), (xiii) and (xiv) that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of Certificate Insurer, the Purchaser in or the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice to the Seller of any such missing document or any such breach of a representation or and warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan promptly shall deliver such missing document or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller mayOriginator or the Seller, at as the request case may be, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the Purchaser terms of this Agreement and assuming the Seller has Pooling and Servicing Agreement and the addition, if any, of a Qualified Substitute Mortgage Loan. The Originator or the Seller, rather than repurchase a deficient Mortgage Loan as provided abovethe case may be, remove shall deliver to the Purchaser such Mortgage Loan amended Closing Schedule and substitute in its place a Qualified Substitute Mortgage Loan shall deliver such other documents as are required by this Agreement or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanSeller, the Purchaser, the Certificate Insurer, or any assignee, transferee or designee of the Purchaser and that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within two Business Days to the others. Within ninety (90) days of its discovery or its receipt of notice, the Seller promptly shall arrange for either (i) repurchase the reassignment of the repurchased or substituted affected Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementLoans.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates evidencing backed certificates evidenc ing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the related Originator or the Seller, as the case may be, or as to which the Seller related Originator or the Seller, as the case may be, has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the related Originator or the Seller, as the case may be, with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and related Originator or the Seller Seller, as the case may be, shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by the related Originator, the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by such Seller, and not transferred by the related Originator to the Seller (as listed on the Trustee's Preliminary Exception Report), as part of, any Mortgage File or of a breach of any of the representations and warranties contained in Section 5(a) or Section 6 that materially and adversely affects the value of any Mortgage Loan, the Purchaser or the Purchaser's assignee, transferee or designee, the party discovering the breach shall give prompt written notice to the others. Within ninety (90) days of its discovery or its receipt of notice of any such missing documentation which was not transferred to the Seller as described above or materially defective documentation or any such breach of a representation and warranty the related Originator promptly shall deliver such missing document or cure such defect or breach in all material respects, or in the event such Originator cannot deliver such missing document or such defect or breach cannot be cured, such Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the greater of (A) the Purchase Price (as such term is defined in the Pooling and Servicing Agreement) or (B) with respect to any Mortgage Loan repurchased as a result of a breach of the representation and warranty contained in Section 6(a)(xli), an amount equal to the product of the related purchase price percentage for such Mortgage Loan as specified on Exhibit 8 and the Stated Principal Balance of such Mortgage Loan as of the date of repurchase, or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. With respect to Mortgage Loans where the Mortgage File is missing a material document that was transferred from an Originator to the Seller or upon discovery by such Originator, the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5(b)(xi), (xiii) or (xiv) that materially and adversely affects the value of any Mortgage Loan, the Mortgage Loans Purchaser or the interest of the Purchaser (Purchaser's assignee, transferee or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice to the Seller of any such missing document or any such breach of a representation or and warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan promptly shall deliver such missing document or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller mayrelated Originator or the Seller, at as the request case may be, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the Purchaser terms of this Agreement and assuming the Seller has Pooling and Servicing Agreement and the addition, if any, of a Qualified Substitute Mortgage Loan. The related Originator or the Seller, rather than repurchase a deficient Mortgage Loan as provided abovethe case may be, remove shall deliver to the Purchaser such Mortgage Loan amended Closing Schedule and substitute in its place a Qualified Substitute Mortgage Loan shall deliver such other documents as are required by this Agreement or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. In connection with the repurchase of any Mortgage Loan by the applicable Originator at the price indicated in clause (i)(B) above, any amounts in excess of the Purchase Price shall not be deposited in the Collection Account, but instead shall be paid to the Purchaser or its designee. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanSeller, the Purchaser, or any assignee, transferee or designee of the Purchaser and that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within two Business Days to the others. Within ninety (90) days of its discovery or its receipt of notice, the Seller promptly shall arrange for either (i) repurchase the reassignment of the repurchased or substituted affected Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementLoans.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of the Mortgage Loans Files or other documents evidencing or relating to the Mortgage Loans or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the related Custodian’s preliminary exception reports, as described in the related Custodial Agreement), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or within sixty (60) days of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, within ninety (90) days of its discovery or receipt of notice of any such missing or materially defective documentation or within ninety (90) days of any such breach of a representation and warranty, either (i) repurchase the affected Mortgage Loan at the Purchaser’s optionPurchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Substitute Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. Notwithstanding the foregoing, if the representation made by the Seller in Section 6(xxiv) of this Agreement is breached, the Trustee shall, in accordance with the terms of the Pooling and Servicing Agreement, enforce the obligation of the Seller to repurchase such Mortgage Loan at the Purchase Price, or to provide a Substitute Loan (plus any costs and damages incurred by the Trust Fund in connection with any violation by any such Mortgage Loan of any predatory or abusive lending law) within ninety (90) days after the date on which the Seller was notified of such breach. The Seller may, at the request of shall deliver to the Purchaser such amended Closing Schedule and assuming shall deliver such other documents as are required by this Agreement or the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 2.3 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 2.3 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Responsible Party or as to which the Seller Responsible Party has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s Responsible Party's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Responsible Party shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Responsible Party and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(66) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any deficient Mortgage LoanPrepayment Charge, the Purchaser and Responsible Party shall pay the Seller shall arrange amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of any Mortgage Loan, the Mortgage Loans Purchaser or the interest Purchaser's assignee, transferee or designee or the party discovering the breach shall give prompt written notice to the Seller. Within ninety (90) days of its discovery or its receipt of notice of any such missing documentation which was not transferred to the Purchaser (as described above or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case defective documentation or any breach of a representation and warranty relating warranty, the Seller promptly shall deliver such missing document or cure such defect or breach in all material respects, or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at the Purchase Price (as defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. With respect to Mortgage Loans where the Mortgage File is missing a particular Mortgage Loan)material document that was transferred from the Seller to the Purchaser, the Purchaser or the Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the The Seller shall use its best efforts promptly amend the Closing Schedule to cure such breach in all material respects and, if such breach cannot be cured, reflect the Seller shall, at the Purchaser’s option, repurchase withdrawal of such Mortgage Loan at from the Purchase Price. The Seller mayterms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Responsible Party or as to which the Seller Responsible Party has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the SellerResponsible Party’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Responsible Party shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee’s Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherResponsible Party and the Seller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Price or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, the breach of the representations of the Responsible Party set forth in Section 6(xvi) and (xviii)(b) above will be deemed to materially and adversely affect the interests of the Certificateholders and shall require the repurchase, substitution or repurchase or, to the extent applicable, a cure of the affected Mortgage Loan(s) as provided in this Section 7. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(xxiii) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Responsible Party shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates by remitting such amount to the applicable servicer for deposit into the Custodial Account, net of any deficient Mortgage Loanamount previously collected by the applicable servicer or paid by the applicable servicer, the Purchaser and the Seller shall arrange for the reassignment benefit of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal Holders of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage LoanPrepayment Charge. Upon such substitutionNotwithstanding the foregoing, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as upon notice of the date breach of substitution, the covenants, representations and warranties representation of the Responsible Party set forth in Section 5. It is understood and agreed 6(xxv) above (which notice may include receipt of a monthly remittance advice reflecting such breach), the Purchaser shall request any repurchase pursuant to this Section 7 in writing within 120 days of receipt of such notice (the "Purchaser Notice Period"); provided, however that the representations and warranties set forth in Section 5 Responsible Party’s obligation to repurchase the related Mortgage Loan shall survive delivery of expire 120 days following the respective Mortgage Files Closing Date unless the Purchaser has made a written request to the Trustee on behalf Responsible Party to repurchase the related Mortgage Loan within such 120 day period. Upon receipt of such request, the PurchaserResponsible Party shall have 30 days to repurchase the related Mortgage Loan. It is understood and agreed that (i) the obligations of the Seller set forth in The Responsible Party shall have no obligation to repurchase any Mortgage Loan as to which a request for repurchase pursuant to this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of 7 was received after the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementNotice Period.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be materially impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trust Administrator on behalf of the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Originator, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansOriginator (as listed on the Trust Administrator's Preliminary Exception Report), notwithstanding any restrictive or qualified endorsement on as part of, any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty the Originator promptly shall deliver such missing document or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Seller Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty in Section 6(xxxix) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Originator shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary and full principal prepayment. The Seller mayOriginator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanOriginator, the Purchaser and the Seller shall arrange for the reassignment Purchaser, or any assignee, transferee or designee of the repurchased or substituted Purchaser that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five Business Days to the Seller and others. Within ninety (90) days of its discovery or its receipt of notice, the delivery to Originator promptly shall either (i) repurchase the Seller of any documents held by the Trustee relating to the deficient or repurchased affected Mortgage Loan. In the event Loan at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementLoans.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee Trust Administrator for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all Certificates. Upon discovery by the Seller, the Purchaser or a portion any assignee, transferee or designee of the Mortgage LoansPurchaser of any materially defective document in, notwithstanding or that any restrictive or qualified endorsement material document was not transferred by the Seller (as listed on any Mortgage Note or Assignment or the examination or lack of examination Trust Administrator's Initial Certification) as part of any Mortgage File. With respect to , or of a breach of any of the representations and warranties contained herein in Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, to the extent a representation or warranty of substitution the Seller regarding the Mortgage Loans has been breached and the circumstance constituting the breach also constitutes a breach of a like representation or repurchase warranty given by the related originator as of an earlier date, the Purchaser's remedy hereunder shall be solely against the related originator and not the Seller. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Seller or receipt of notice by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment breach of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations representation of the Seller set forth in this Section 6 to cure, repurchase 6(dd) above which materially and substitute for a defective Mortgage Loan and (ii) adversely affects the obligations interests of the Seller as provided in the next sentence constitute the sole remedies Holders of the Purchaser respecting a missing or defective document or a breach Class P Certificates in any Prepayment Charge, the Seller shall pay the amount of the representations and warranties contained in Section 5. The Seller shall indemnify scheduled Prepayment Charge, for the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach benefit of the representations and warranties contained Holders of the Class P Certificates by remitting such amount to the related Servicer for deposit into the Collection Account, net of any amount previously collected by the related Servicer or paid by the related Servicer, for the benefit of the Holders of the Class P Certificates in Sections 5(a), (c), (d) and (e) this Agreementrespect of such Prepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the representations and warranties set forth in Section 5 5(b) and Section 6 shall survive the sale of the Mortgage Loans HELOCs to the Purchaser and shall inure to the benefit of the Purchaser Purchaser, the Issuer and any assignee, transferee or designee of the PurchaserIssuer, including the Indenture Trustee for the benefit of holders of the Mortgage PassHELOC-Through Certificates Backed Securities evidencing an interest in all or a portion of the Mortgage LoansHELOCs, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Originator or the Seller, or as to which the Originator or the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage LoanHELOC, or the interest therein of the Purchaser Purchaser, the Issuer or the PurchaserIssuer’s assignee, designee or transferee, then notwithstanding the Originator’s or the Seller’s ’s, as applicable, lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator or the Seller, as applicable, shall take such action described in the following paragraphs of this Section 6 7 in respect of such Mortgage LoanHELOC. Upon discovery by either the Seller Seller, the Originator, the Issuer or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller or the Originator that materially and adversely affects the value of the Mortgage Loans HELOCs or the interest of the Purchaser Issuer (or which materially and adversely affects the interests of the Purchaser Issuer in the related Mortgage Loan HELOC in the case of a representation and warranty relating to a particular Mortgage LoanHELOC), the party discovering such breach shall give prompt written notice to the otherother parties hereto. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans HELOC or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, shall repurchase such HELOC at the Loan Repurchase Price. Within 60 days of the earlier of either discovery by or notice to the Originator of any breach of a representation or warranty made by the Originator that materially and adversely affects the value of a HELOC or Loans or the interest therein of the Purchaser’s option, the Originator shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured within 60 days of the discovery of a breach of any such representation or warranty, the Originator shall not later than the Business Day preceding the Payment Date in the month following the Collection Period in which any such cure period expired, either (i) repurchase such Mortgage Loan HELOC or any property acquired in respect thereof from the Issuer at the Purchase PriceLoan Repurchase Price or (ii) substitute a Qualifying Substitute HELOC for the affected HELOC in accordance with the procedures described below (provided that substitution may only take place if the Payment Date is within the two-year period following the Closing Date. With respect to any HELOC repurchased by the Originator pursuant to this Agreement, the Originator shall remit the Loan Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee, upon (i) receipt of the full amount of the Loan Repurchase Price for a Deleted HELOC, (ii) receipt of a written certification from the Servicer that it has received the full amount of the Loan Repurchase Price for a Deleted HELOC and has deposited such amount in the Collection Account or (iii) notification from the related Custodian of receipt of the Mortgage File for a Qualifying Substitute HELOC substituted for a Deleted HELOC (and receipt by the Servicer of any applicable Substitution Amount in the Collection Account, as certified to the Indenture Trustee by the Servicer), shall release or cause to be released and reassign to the Depositor, the Seller mayor the Originator as applicable, the related Mortgage File for the Deleted HELOC and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be necessary to vest in such party or its designee or assignee title to any Deleted HELOC released pursuant hereto, free and clear of all security interests, liens and other encumbrances created by this Agreement and the Indenture, which instruments shall be prepared by the related Servicer and the Indenture Trustee shall have no further responsibility with respect to the Mortgage File relating to such Deleted HELOC. With respect to each Qualifying Substitute HELOC to be delivered to the Indenture Trustee (or its custodian) in exchange for a Deleted HELOC: (i) the Originator shall deliver to the Indenture Trustee (or a Custodian) the Mortgage File for the Qualifying Substitute HELOC containing the documents set forth in Section 2.01(b) along with a written certification certifying as to the delivery of such Mortgage File that such Qualifying Substitute HELOC complies with the definition hereunder and containing the granting language set forth in Section 2.01(a); and (ii) the Originator will be deemed to have made as of the date of such transfer, with respect to such Qualifying Substitute HELOC, each of the representations and warranties made by it with respect to the related Deleted HELOC. For any month in which the Originator substitutes one or more Qualifying Substitute HELOCs for one or more Deleted HELOCs, the Servicer shall determine the amount (the “Substitution Amount”), if any, by which the aggregate Loan Repurchase Price of all such Deleted HELOCs exceeds the aggregate of, as to each such Qualifying Substitute HELOC, the Principal Balance thereof as of the date of substitution, together with one month’s interest on such Principal Balance at the request applicable Loan Rate. On the date of such substitution, the Originator shall deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Substitution Amount, if any, As soon as practicable after the delivery of any Qualifying Substitute HELOC hereunder, the Originator shall (i) with respect to a Qualifying Substitute HELOC that is a Non-MERS HELOC, cause the Assignment of Mortgage to be recorded by the Servicer if required pursuant to Section 4(c) or (ii) with respect to a Qualifying Substitute HELOC that is a MERS HELOC, cause to be taken such actions as are necessary to cause the Indenture Trustee (on behalf of the Purchaser Issuer) to be clearly identified as the owner of each such HELOC on the records of MERS if required pursuant to Section 4(c). The Indenture Trustee (or a Custodian on behalf of the Indenture Trustee) shall acknowledge receipt for such Qualifying Substitute HELOC or Loans and, within ten Business Days thereafter, review such documents as specified in Section 4(g) and assuming deliver to the Seller has a Qualified Depositor, the Originator, the Indenture Trustee, the Securities Administrator and the Servicer, with respect to such Qualifying Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan HELOC or Loans, it a certification substantially in the form attached hereto as Exhibit A-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Indenture Trustee shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant deliver to the foregoing provisions Depositor, the Securities Administrator and the Servicer a certification substantially in the form of this Section 6 shall occur on a date designated by Exhibit A-2 hereto with respect to such Qualifying Substitute HELOC or Loans, with any applicable exceptions noted thereon. Monthly payments due with respect to Qualifying Substitute HELOCs in the Purchaser month of substitution are not part of REMIC 1 and shall be accomplished retained by deposit the Originator. For the month of substitution, distributions to Securityholders shall reflect the Monthly Payment due on such Deleted HELOC on or before the Due Date in accordance with Section 2.03 the month of substitution, and the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section Originator shall thereafter be made entitled to retain all amounts subsequently received in a manner consistent with Section 2.03 respect of the Pooling and Servicing Agreement. such Deleted HELOC At the time of substitution or repurchase by the Seller or the Originator of any deficient Mortgage LoanHELOC, the Purchaser and the Seller or the Originator, as applicable, shall arrange for the reassignment of the repurchased or substituted Mortgage Loan HELOC to the Seller or the Originator, as applicable, and the delivery to the Seller or the Originator, as applicable, of any documents held by the Indenture Trustee relating to the deficient or repurchased Mortgage LoanHELOC. In the event the Purchase Loan Repurchase Price is deposited in the Collection Account. The , the Seller or the Originator, as applicable, shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan HELOC Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan HELOC from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5. It is understood and agreed that the representations and warranties set forth in Section Sections 5 and 6 hereof shall survive delivery of the respective Mortgage Files to the Indenture Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, cure and repurchase and substitute for a defective Mortgage Loan HELOC and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement. It is understood and agreed that (i) the obligations of the Originator set forth in this Section 7 to cure, repurchase or substitute for a defective HELOC and (ii) the obligations of the Originator as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 6. The Originator shall indemnify and hold harmless each of (i) the Purchaser, (ii) the Seller, (iii) Citigroup Global Markets Inc. (iv) the Indenture Trustee, (v) the Securities Administrator and (vi) each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ((i) through (vi) collectively, the “Indemnified Party”) against any and all losses, claims, expenses, damages or liabilities to which the Indemnified Party may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of, are based upon, or result from, a breach by the Originator of any of the representations and warranties contained in Section 6 of this Agreement, it being understood that the Purchaser has relied upon such representations and warranties.