Common use of Repurchase Clause in Contracts

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) Upon discovery by either of the Sellers or the Purchaser of a breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Price.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the related Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans or any individual Mortgage Loan, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan(s), it shall repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Repayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company on behalf of the Purchaser and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Company as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. Any substitution will be made as of the first day of the Due Period beginning in the month in which such substitution occurs. Accordingly, Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall be retained by the Company, and the Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be paid by the Company to the Purchaser in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the PurchaserPurchaser hereunder, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or that materially and adversely affects the interests of 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 ninety (390) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from after the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within ninety (90) days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. Notwithstanding the foregoing, however, if a breach is a Qualification Defect, such cure or repurchase must take place within sixty (60) days of the discovery of or notice of such breach. Notwithstanding anything to the contrary herein, within ninety (90) days of the earlier of either discovery by or notice to the Company of any breach of the representations or warranties set forth in clauses (rr), (yy) and (aaa) of Section 3.02, the Company shall repurchase such Mortgage Loan at the Repurchase Price. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days after the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to the Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System the removal of the purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Seller or the Purchaser of a breach of any of the representations and warranties contained made by the Seller, or upon the occurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to each of the other. other parties. If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the knowledge of the Seller. Following discovery or receipt of notice of any such breach of a representation or warranty made by the Seller or the occurrence of a Repurchase Event, the Seller shall either (3i) Unless permitted cure such breach in all material respects within 90 days from the date such Person was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price within 90 days from the date such Person was notified of such breach; provided, however, that the Seller shall have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of such breach, all Mortgage Loans affected by the breach shall, at the option of the Purchaser, be repurchased by the Seller at the Purchase Price or substituted in accordance with this Section 7.03. If the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, such Person shall deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 6, and the Seller shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 6. No substitution will be made in any breach calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of any substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made the representations and warranties contained in Sections 3.01this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing, 3.02 if the Seller repurchases or 3.03 that materially and adversely affects the value of substitutes a Mortgage Loan (and is no longer a "Defective member of MERS and the Mortgage Loan"; provided that "Defective is registered on the MERS(R) System, the Purchaser, at the expense of the Seller and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage Loan" in recordable form to transfer the Mortgage from MERS to the Seller, and shall also include any cause such Mortgage Loan treated or designated as such to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. In the event of a repurchase by the Seller pursuant to this Section 2.047.03, the Purchaser shall (i) within which to correct forward or cure such breach. If such breach can ultimately be cured but is not reasonably expected cause to be cured within forwarded the 60-day periodMortgage File for the related Mortgage Loan to the Seller which shall include the Mortgage Note endorsed without recourse to the Seller or its designee, then (ii) cause the applicable Servicer to release to the Seller shall have any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) forward or cause to be forwarded an assignment in favor of the Seller, or its designee of the Mortgage in recordable form and acceptable to the Seller in form and substance and such additional timeother documents or instruments of transfer or assignment as may be necessary to vest in the Seller or its respective designee title to any such Mortgage Loan (or with respect to any Mortgage registered on the MERS(R) System, if anythe Seller is still a member of MERS, the Purchaser shall cause MERS to show the Seller as is reasonably determined the owner of record). The Purchaser shall cause the related Mortgage File to be forwarded to the Seller immediately after receipt of the related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of the Seller to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Seller or the Purchaser of a breach of any of the representations and warranties contained made by the Seller, or upon the occurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to each of the other. other parties. If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the knowledge of the Seller. Following discovery or receipt of notice of any such breach of a representation or warranty made by the Seller or the occurrence of a Repurchase Event, the Seller shall either (3i) Unless permitted cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price within 90 days from the date the Seller was notified of such breach; provided, however, that the Seller shall have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of such breach, all Mortgage Loans affected by the breach shall, at the option of the Purchaser, be repurchased by the Seller at the Purchase Price or substituted for in accordance with this Section 7.03. If the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, the Seller shall deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 6, and the Seller shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 6. No substitution will be made in any breach calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of any substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made the representations and warranties contained in Sections 3.01this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing, 3.02 if the Seller repurchases or 3.03 that materially and adversely affects the value of substitutes a Mortgage Loan (and is no longer a "Defective member of MERS and the Mortgage Loan"; provided that "Defective is registered on the MERS(R) System, the Purchaser, at the expense of the Seller and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage Loan" in recordable form to transfer the Mortgage from MERS to the Seller and shall also include any cause such Mortgage Loan treated or designated as such to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. In the event of a repurchase by the Seller pursuant to this Section 2.047.03, the Purchaser shall (i) within which to correct forward or cure such breach. If such breach can ultimately be cured but is not reasonably expected cause to be cured within forwarded the 60-day periodMortgage File for the related Mortgage Loan to the Seller, then which shall include the applicable Mortgage Note endorsed without recourse to the Seller shall have or its designee, (ii) cause the Servicer to release to the Seller any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) an assignment in favor of the Seller or its designee of the Mortgage in recordable form and acceptable to the Seller in form and substance and such additional timeother documents or instruments of transfer or assignment as may be necessary to vest in the Seller or its respective designee title to any such Mortgage Loan (or with respect to any Mortgage registered on the MERS(R) System, if anythe Seller is still a member of MERS, the Purchaser shall cause MERS to show the Seller as is reasonably determined the owner of record). The Purchaser shall cause the related Mortgage File to be forwarded to Seller immediately after receipt of the related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of the Seller to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.1, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.3 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.4, for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.045.1. Notwithstanding the above paragraphs, within 60 days of the earlier of either discovery by, or notice to, the Company of any breach of the representations or warranties set forth in clauses, (xxxviii), (xxxix), (xl), (xlii) within which to correct or cure and (xliii) of Section 3.2, the Company shall repurchase such breachMortgage Loan at the Repurchase Price. If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company on behalf of the Purchaser and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Purchaser as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loan. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. In addition to such repurchase obligation, the Company 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 Company’s representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.3 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.3, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.1 and 3.2 shall accrue as to any Mortgage Loan upon the earliest of (i) discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, Purchaser notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Repurchase Price. Notwithstanding the above sentence, (i) within sixty (60) days of the earlier of either discovery by, or notice to, the Company of any breach of the representation and warranty set forth in clause (xlv) of Section 3.2, the Company shall repurchase such Mortgage Loan at the Repurchase Price, together with all expenses incurred by the Purchaser as a result of such repurchase and (ii) any breach of a Deemed Material Breach Representation shall automatically be deemed to materially and adversely affect the value of the Mortgage Loan and the interest of the Purchaser therein. In the event that a breach shall involve any representation or warranty set forth in Section 3.1, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.3 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.4, for distribution to Purchaser on the Remittance Date for the month following the date of the repurchase, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.045.1. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loans to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loans. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loans from this Agreement. In addition to such repurchase obligation, the Company 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 Company’s representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.3 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.3, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.1 and 3.2 shall accrue as to any Mortgage Loan upon the earliest of (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 sixty (360) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within one hundred twenty (120) days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within sixty (60) days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS(R) System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (i) If the Participant’s service with the Company terminates for any reason prior to an Initial Public Offering, the Company, the Investors or its or their designee (as applicable, the “Purchaser”) shall have the right (the “Repurchase Right”), but not the obligation, upon delivery of a notice (the “Repurchase Notice”) to the Participant within six (6) months (or any longer period as may be required to satisfy applicable accounting rules) after the Participant’s termination date, to repurchase any Units then owned by the Participants (the “Redeemed Units”). (ii) If the Purchaser elects to exercise the Repurchase Right, the repurchase price for Redeemed Units shall be equal to the Fair Market Value per Redeemed Unit as of the termination date. (iii) The aggregate repurchase price for Redeemed Units repurchased pursuant to this Section 6(a) shall be paid in cash in a single lump sum payment at the closing of such repurchase; provided, that the Company may pay the Repurchase Price in a promissory note bearing interest at prevailing rates in the event that the payment of the Repurchase Price in cash would result in a violation described in Section 6(a)(iv) below. (iv) The closing of any repurchase of Redeemed Units pursuant to the Repurchase Right shall occur within 30 days after receipt of a Repurchase Notice (the “Closing Period”); provided, that the Purchaser may defer the closing of the repurchase beyond the Closing Period (A) to the extent that the purchase of the Redeemed Units would result (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination a violation of any Mortgage File. applicable law or (2) Upon discovery by either after giving effect thereto (including any dividends or other distributions or loans from a subsidiary to the Company in connection therewith), in an event which would constitute (or with notice or lapse of time or both would constitute) an event of default (which event of default has not been cured) under or would otherwise violate or breach (x) any financing arrangement of the Sellers Company or any subsidiary in effect as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; and (y) any provision of the Company’s or any subsidiary’s constitutional documents (a “Financing Default”), (B) if immediately prior to such purchase of the Redeemed Units, there exists a Financing Default which prohibits such purchase (including any dividends or other distributions or loans from a subsidiary to the Company in connection therewith), or (C) if the Company does not have sufficient funds available to meet its future expenses as determined by the Board in good faith. The closing of the repurchase of Redeemed Units which the Purchaser of a breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan, the party discovering such breach shall give prompt written notice has elected to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such defer in accordance with this Section 2.046(a)(iv) within which to correct or cure shall take place no later than the tenth business day after such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by date that the Purchaser is no longer permitted to cure defer purchasing such breach provided that Redeemed Units under this Section 6(a)(iv) and shall give the Seller has commenced curing or correcting Participant five business days prior notice of any such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Pricepurchase.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (in the case of any of the foregoing, a "Breach"), the party discovering such breach Breach shall give prompt written notice to the other. . Within sixty (360) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach Breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such Breach in all material respects (although, in connection with such a breach of Section 3.02(tt), the cure period shall be fifteen (15) days) and, if such Breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach within one hundred twenty (120) days of the related Closing Date, the Company shall, if the Breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than one hundred twenty (120) days after the related Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within sixty (60) days of the written notice of the Breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such repurchase takes place, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System the removal of the Purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the Breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as upon (i) discovery of such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing Breach or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of any materially defective Mortgage Loan Document ("Defective Document") or a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan or the interest of the Purchaser (or that materially and adversely affects the interests of Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such Defective Document or a breach shall give prompt written notice to the other. Any such breach or Defective Document that causes a Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Purchaser. Within 30 days of the earlier of either discovery by or notice to the Company of any Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Document or a breach of a representation or warranty which materially and adversely affects the value of a Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by interest of the Purchaser therein, the Company shall use its best efforts promptly to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatin all material respects and, if any such Defective Document or breach relating thereto cannot be corrected or cured within cured, the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller Company shall, at the direction of the Purchaser's option, repurchase the Defective such Mortgage Loan at the applicable Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach or Defective Document shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within ninety (90) days of the related Closing Date, the Company shall, if the breach or Defective Document cannot be cured, at the Company's option, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the related Closing Date. Notwithstanding any of the foregoing, if a breach would cause the Mortgage Loan to be other than a "qualified mortgage," as defined in Section 860G(a)(3) of the Code, any such repurchase or substitution must occur within sixty (60) days from the date the breach or Defective Document was discovered unless such breach or Defective Document is cured during such period. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within sixty (60) days after the written notice of the breach or Defective Document. Notwithstanding the above sentence, within sixty (60) days after the earlier of either discovery by, or notice to, the Company of any breach of the representations or warranties set forth in Section 3.02 related to a predatory or abusive lending law, the Company shall repurchase such Mortgage Loan at the Repurchase Price. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to the Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Mortgage Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to the Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution) shall be deposited into the Custodial Account by the Company on or before the Remittance Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. In addition to such repurchase or substitution obligation, the Company 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 of the Company contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage File to the Purchaser or its designee and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Seller or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. . If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the Seller's knowledge. Following discovery or receipt of notice of any such breach, the Seller shall either (3i) Unless permitted cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price; provided, however, that the Seller shall have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of such breach, all Mortgage Loans affected by the breach shall, at the option of the Purchaser, be repurchased by the Seller at the Purchase Price or substituted for in accordance with this Section 7.03. If the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, the Seller shall deliver to the Purchaser with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required by Section 6, with the Mortgage Note endorsed as required by Section 6. No substitution will be made in any breach calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of any substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, the Seller shall be deemed to have made the representations and warranties contained in Sections 3.01, 3.02 this Agreement with respect to the Qualified Substitute Mortgage Loan or 3.03 Loans and that materially and adversely affects such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the value date of substitution. In the event of a repurchase by the Seller pursuant to this Section 7.03, the Purchaser shall forward or cause to be forwarded the Mortgage File for the related Mortgage Loan (a "Defective to the Seller, which shall include the Mortgage Note endorsed without recourse to the Seller or its designee, an assignment in favor of the Seller or its designee of the Mortgage in recordable form and acceptable to the Seller in form and substance and such other documents or instruments of transfer or assignment as may be necessary to vest in the Seller or its designee title to any such Mortgage Loan"; provided that "Defective . The Purchaser shall cause the related Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected File to be cured within forwarded to Seller immediately after receipt of the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of the Seller to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Priceits assignee.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the PurchaserPurchaser hereunder, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or that materially and adversely affects the interests of 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 ninety (390) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from after the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within ninety (90) days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser’s option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a “Deleted Mortgage Loan”) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. Notwithstanding the foregoing, however, if a breach is a Qualification Defect, such cure or repurchase must take place within sixty (60) days of the discovery of or notice of such breach. Notwithstanding anything to the contrary herein, within ninety (90) days of the earlier of either discovery by or notice to the Company of any breach of the representations or warranties set forth in clauses (rr), (yy) and (aaa) of Section 3.02, the Company shall repurchase such Mortgage Loan at the Repurchase Price. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days after the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to the Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System the removal of the purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects (although, in connection with such a breach of Section 3.02 (ww), the cure period shall be fifteen (15) days) and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS(R) System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the related Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans or any individual Mortgage Loan, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within one hundred twenty (120) days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser’s option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a “Deleted Mortgage Loan”) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan(s), it shall repurchase the deficient Mortgage Loan within ninety (90) days of the written notice of the breach. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Repayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company on behalf of the Purchaser and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Company as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. Any substitution will be made as of the first day of the Due Period beginning in the month in which such substitution occurs. Accordingly, Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall be retained by the Company and the Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be paid by the Company to the Purchaser in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (in the case of any of the foregoing, a "Breach"), the party discovering such breach Breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of . Within 60 days from of the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach Breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach within 120 days of the Closing Date, the Company shall, if the Breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 60 days of the written notice of the Breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the Breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as upon (i) discovery of such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing Breach or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.1, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.3 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.4, for distribution to Purchaser on the Remittance Date for the month following the date of the repurchase, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.045.1. Notwithstanding the above paragraphs, within 60 days of the earlier of either discovery by, or notice to, the Company of any breach of the representations or warranties set forth in clauses, (xxxviii), (xl) within which to correct or cure (xlvi) of Section 3.2, the Company shall repurchase such breachMortgage Loan at the Repurchase Price. If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company on behalf of the Purchaser and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Purchaser as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loan. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. In addition to such repurchase obligation, the Company 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 Company's representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.3 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.3, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.1 and 3.2 shall accrue as to any Mortgage Loan upon the earliest of (i) discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) Upon discovery by either of the Sellers or the Purchaser of a breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 or Section 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Price.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the related Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans or any individual Mortgage Loan, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within one hundred twenty (120) days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan(s), it shall repurchase the deficient Mortgage Loan within ninety (90) days of the written notice of the breach. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Repayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company on behalf of the Purchaser and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Company as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. Any substitution will be made as of the first day of the Due Period beginning in the month in which such substitution occurs. Accordingly, Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall be retained by the Company and the Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be paid by the Company to the Purchaser in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage Files or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the related Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the related Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within ninety (90) days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS® System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed as specified above, and (iii) demand upon the Company by it thatthe Purchaser for compliance with this Agreement. In the event a Mortgage Loan pays off in full on or before the related Closing Date, the Company must repay the Purchaser the difference between the Unpaid Principal Balance of such Mortgage Loan as of the date of pay off and the Unpaid Principal Balance multiplied by the purchase price percentage adjusted, if any breach relating thereto cannot be corrected or cured within necessary in accordance with the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCommitment Letter.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the PurchaserPurchaser and its successors and assigns, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted . Notwithstanding anything herein to the contrary, for the purposes of determining whether a greater period breach of time to cure as set forth in Section 2.04, any of the applicable Seller foregoing representations and warranties shall have a period occurred, any knowledge qualifier shall be disregarded as if such knowledge qualification had not been given. Within 90 days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Repurchase Price. Notwithstanding the above sentence, within thirty (30) days of the earlier of either discovery by, or notice to, the Company of any breach of the representations or warranties set forth in clauses (xxxix), (xl), (xlii), (xliii), (xliv) or (liv) of Section 3.2, the Company shall repurchase such Mortgage Loan at the Repurchase Price, together with all expenses incurred by the Purchaser as a result of such repurchase. In the event that a breach shall involve any representation or warranty set forth in Section 3.1, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.3 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.4, for distribution to Purchaser on the Remittance Date for the month following the date of the repurchase, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.04) within which to correct or cure such breach5.1. If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company on behalf of the Purchaser, and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Company as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loans to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loans. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loans from this Agreement. In addition to such repurchase obligation, the Company shall indemnify the Purchaser and its successors and assigns, and hold them 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 Company’s representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.3 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser and its successors and assigns as provided in this Section 3.3, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.1 and 3.2 shall accrue as to any Mortgage Loan upon the earliest of (i) discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 sixty (360) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within one hundred twenty (120) days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also include any repurchase the deficient Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Price.sixty

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (in the case of any of the foregoing, a “Breach”), the party discovering such breach Breach shall give prompt written notice to the other. . Within ninetieth (390) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach Breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such Breach in all material respects (although, in connection with such a Breach of Section 3.02 (vv), the cure period shall be fifteen (15) days) and, if such Breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be cured within ninetieth (90) days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach within 120 days of the Closing Date, the Company shall, if the Breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within ninetieth (90) days of the written notice of the Breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such repurchase takes place, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS® System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the Breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as upon (i) discovery of such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing Breach or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from after the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days after the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. The Company shall be responsible for all reasonable and customary third party expenses incurred in connection with any such reassignment or delivery. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System the removal of the Purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 this Agreement. In addition, following a prepayment in full of the Mortgage Loan, within 90 days of the earlier of discovery by the Company or receipt of notice by the Company of a breach of Sections 3.01, 3.02 or 3.03 that (a) and (nn) by the Company which materially and adversely affects the value interests of the Purchaser in the related Prepayment Penalty due to the Purchaser, the Company shall pay the amount of such Prepayment Penalty to the Purchaser. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a Mortgage Loan (a "Defective defective Mortgage Loan"; provided that "Defective Mortgage Loan" , to indemnify the Purchaser and pay the amount of certain Prepayment Penalties constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects (although, in connection with such a breach of Section 3.02 (vv), the cure period shall be fifteen (15) days) and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS(R) System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects (although, in connection with such a breach of Section 3.02 (vv), the cure period shall be fifteen (15) days) and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS(R) System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of . Within 60 days from of the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within 60 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS(R) System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth or referred to in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of any materially defective or missing Mortgage Loan Document ("Defective Document") or a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan or the interest of the Purchaser (or that 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 Defective Document or a breach shall give prompt written notice to the other. Any such breach or Defective Document that causes a Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Purchaser. Within sixty (60) days after the earlier of either discovery by or notice to the Company of any Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Document or a breach of a representation or warranty which materially and adversely affects the value of a Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by interest of the Purchaser therein, the Company shall use its best efforts promptly to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatin all material respects and, if any such Defective Document or breach relating thereto cannot be corrected or cured within cured, the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller Company shall, at the direction of the Purchaser's option, repurchase the Defective such Mortgage Loan at the applicable Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such breach, such of the Mortgage Loans as shall be necessary to cure such breach shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach or Defective Document shall involve a representation or warranty set forth or referred to in Section 3.02 and the Company discovers or receives notice of any such breach within ninety (90) days of the related Closing Date, the Company may, if the breach or Defective Document cannot be cured, with the Purchaser's consent and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the related Closing Date. Notwithstanding any of the foregoing, if a breach or Defective Document would cause the Mortgage Loan to be other than a "qualified mortgage," as defined in Section 860G(a)(3) of the Code, any such repurchase or substitution must occur within forty-five (45) days from the date the breach or Defective Document was discovered unless such breach is cured during such period. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within sixty (60) days after the written notice of the breach or Defective Document. Notwithstanding the above sentence, within sixty (60) days after the earlier of either discovery by, or notice to, the Company of any breach of the representations or warranties set forth or referred to in Section 3.02 related to a predatory or abusive lending law, the Company shall repurchase such Mortgage Loan at the Repurchase Price. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall occur on a date mutually acceptable to the Purchaser and the Company and within the timeframes set forth in this Agreement and shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to the Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth or referred to in Sections 3.01 and 3.02 except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to the Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution) (the "Substitution Adjustment Amount") shall be deposited into the Custodial Account by the Company on or before the Remittance Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. In addition to such repurchase or substitution obligation, the Company shall indemnify (from its own funds and not from the Custodial Account or Escrow Account) 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 material breach of the representations and warranties of the Company contained in this Agreement; provided, however, that such indemnification shall not include punitive, consequential, exemplary or special damages (other than punitive, consequential, exemplary and special damages required to be paid by the indemnified party under this Agreement to any Person (other than a party to this Agreement or any of its affiliates) arising out of an action or proceeding by such Person, which damages shall be deemed to be direct damages to the party required to pay such punitive, consequential, exemplary or incidental damages). It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination examination, or lack of examination, of any Mortgage File. (2) . Upon discovery by either any of the Sellers Company, the Servicer or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which materially and adversely affects the value of a the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure . The Company or the Servicer, as set forth in Section 2.04applicable, the applicable Seller shall have a period of 60 sixty (60) days from the earlier of either its discovery by or its receipt of written notice from the Purchaser to the Seller of any such breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If The Company and the Servicer, as applicable, hereby covenant and agree that if any such breach can ultimately be cured but is not reasonably expected to be corrected or cured within the 60-such sixty day period, then the applicable Seller Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price. In the event that any such breach shall have involve any representation or warranty set forth in Section 3.01, and such additional timebreach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such breach, if anyall Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the amount of the Repurchase Price. Notwithstanding anything to the contrary contained herein, it is understood by the parties hereto that a breach of the representations made in Section 3.02 (h ), (xx), (yy), (zz), (aaa), (bbb), (ccc), (fff), (ggg) or (iii) will be deemed to materially and adversely affect the value of the related Mortgage Loan or the interest of Purchaser therein. It is understood and agreed that the obligation of the Company and the Servicer, as is reasonably determined applicable, set forth in this Section 3.03 to cure or repurchase for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and 11.01. Any cause of action against the Company or the Servicer, as applicable, relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or the Servicer or notice thereof by the Purchaser to the Company or the Servicer, (ii) failure by the Company or the Servicer, as applicable, to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected and (iii) demand upon the Company or cured within the applicable cure period or such additional time, if anyServicer, as is reasonably determined applicable, by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage File to the Purchaser or its designee and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Seller or the Purchaser of a breach of any of the foregoing representations and warranties contained warranties, or upon the occurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to the other. . If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the Seller's knowledge. Following discovery or receipt of notice of any such breach or occurrence, the Seller shall either (3i) Unless permitted cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price; provided, however, that the Seller shall have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of such breach, all Mortgage Loans affected by the breach shall, at the option of the Purchaser, be repurchased by the Seller at the Purchase Price or substituted for in accordance with this Section 7.03. If the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, the Seller shall deliver to the Purchaser with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required by Section 6, with the Mortgage Note endorsed as required by Section 6. No substitution will be made in any breach calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of any substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, the Seller shall be deemed to have made the representations and warranties contained in Sections 3.01, 3.02 this Agreement with respect to the Qualified Substitute Mortgage Loan or 3.03 Loans and that materially and adversely affects such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the value date of substitution. In the event of a repurchase by the Seller pursuant to this Section 7.03, the Purchaser shall forward or cause to be forwarded the Mortgage File for the related Mortgage Loan (a "Defective to the Seller, which shall include the Mortgage Note endorsed without recourse to the Seller or its designee, an assignment in favor of the Seller or its designee of the Mortgage in recordable form and acceptable to the Seller in form and substance and such other documents or instruments of transfer or assignment as may be necessary to vest in the Seller or its designee title to any such Mortgage Loan"; provided that "Defective . The Purchaser shall cause the related Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected File to be cured within forwarded to Seller immediately after receipt of the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of the Seller to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Priceits assignee.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Notwithstanding the above sentence, within 60 days of time to cure as the earlier of either discovery by, or notice to, the Company of any breach of the representations or warranties set forth in Section 2.04clauses (nn), (tt), or (vv) of Subsection 3.02, the applicable Seller Company shall have a period repurchase such Mortgage Loan at the Repurchase Price. Within 90 days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company (at the cost of the Company) and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company shall indemnify the Purchaser and its successors and assigns 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failure by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. In the event Purchaser discovers that a breach of any representation or warranty contained in Sections 5 and/or 7 has occurred and such breach materially and adversely affects the value of the related Mortgage Loans and the interests of Purchaser in such Mortgage Loans (1a “Breach”), Purchaser may demand by providing prompt written notice to Seller that Seller repurchase the affected Mortgage Loans from Purchaser. Such notice from Purchaser shall be accompanied by sufficient documentation to enable Seller to determine the validity of Purchaser's assertion. Notwithstanding the foregoing, Seller shall have ninety (90) days to cure any Breach. This cure period will commence upon the date of receipt by Seller of Purchaser's written notice to Seller of the related Breach. In the event a Breach is not cured within such ninety (90) day period, at Purchaser's option, the affected Mortgage Loan shall be repurchased by Seller; provided, however, that in no event shall Seller have any obligation to repurchase any Mortgage Loan sold to Purchaser hereunder if Purchaser does not provide notice of the related Breach within six (6) months following the related Closing Date. With respect to any representations and warranties made by Seller (other than with respect to the representation and warranty set forth in Sections 5(d) and 7(e) herein), in the event that it is discovered that the circumstances with respect to the Mortgage Loan are not accurately reflected in such representation and warranty notwithstanding the actual knowledge or lack of knowledge of Seller, then, notwithstanding that such representation and warranty is made “to Seller's knowledge,” there shall be a breach of such representation and Seller shall cure such breach or repurchase the affected Mortgage Loan as provided in this Section 8. The repurchase price (the “Repurchase Price”) shall be equal to the product of (i) the unpaid principal balance of the affected Mortgage Loan as of the repurchase date and (ii) the applicable Purchase Price Percentage for the affected Mortgage Loan; provided, however, that in no circumstance shall the Repurchase Price exceed the Purchase Price paid for such affected Mortgage Loan. Upon completion of such repurchase by Seller, Purchaser and Seller shall arrange for the reassignment of the repurchased Mortgage Loan to Seller and the delivery to Seller of any documents held by Purchaser or its custodian relating to the repurchased Mortgage Loan. In the case of any lien for which an assignment from Seller to Purchaser has been recorded prior to repurchase, Purchaser shall within five (5) business days of the repurchase provide an executed assignment from Purchaser to Seller. It is understood and agreed that the obligations of Seller set forth in this Section 8 constitute the sole remedies available to Purchaser in respect to a breach of Seller's representations and warranties set forth in Sections 3.01this Agreement. In no event shall Seller be liable for any additional damages, 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaserincluding, notwithstanding any restrictive without limitation, consequential, punitive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) Upon discovery by either of the Sellers or the Purchaser of a breach of any of the representations and warranties contained in Sections 3.01exemplary damages, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Pricebreach.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within one hundred twenty (120) days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days of the written notice of the breach or discovery of the breach by the Company. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS® System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company shall indemnify the Purchaser and any successor in interest to the Purchaser and hold each such party 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Submitted Mortgage FileFile by the Purchaser or its agents. (2b) Upon discovery by either of the Sellers or the Purchaser of a failure or breach of any of the foregoing representations and warranties contained set forth in Sections 3.01, 3.01 or 3.02 as to or 3.03 that materially and adversely affects the value of a affect any Mortgage Loan, the party discovering such breach shall Purchaser may give prompt written notice of such failure or breach to the other. (3) Seller. Unless permitted a greater period of time to cure as set forth in Section 2.042.04 and except as to a breach of Section 3.01(iv), for which there shall be no cure period, the applicable Seller shall have a period of 60 thirty (30) days from the earlier of either discovery by Seller or receipt of written notice from the Purchaser to the Seller of any such failure or breach of any of the representations and warranties contained in Sections 3.01, 3.02 representation or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) warranty within which to correct or cure such breach. If such failure or breach can ultimately be cured but is not reasonably expected to be cured within of representation or warranty at the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller’s sole expense. (c) The Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, that if any such failure or breach relating thereto canof representation or warranty is not be corrected or cured within the applicable cure period or such additional timeperiod, if anythe Seller will, as is reasonably determined within five (5) days after demand to do so by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective affected Mortgage Loan at in the applicable Repurchase Pricemanner specified in Sections 3.03(d), (e) and (f). (d) The repurchase price will be equal to the sum of: (i) the original purchase price of the affected Mortgage Loan less any amounts received by Purchaser with respect to such Mortgage Loan on or prior to the date of repurchase; plus (ii) all accrued interest on such Mortgage Loan from the date to which interest was last paid through and including the date of repurchase; plus (iii) all other amounts payable under the Mortgage Loan Documents for such Mortgage Loan through the time of repurchase; plus (iv) Purchaser’s reasonable and customary out-of-pocket expenses incurred by Purchaser in transferring such Mortgage Loan back to Seller (as reasonably approved by Seller); plus (v) all unreimbursed Advances made by Purchaser or any servicer of the related Mortgage Loan for the Purchaser, other than Seller. (e) Any repurchase shall be accomplished by delivery to the Purchaser, in immediately available funds, of the amount of the repurchase price. (f) Upon delivery to the Purchaser of the repurchase price, the Purchaser shall take each of the actions described in Section 2.01(e) to assign the Mortgage Loan Documents back to the Seller without recourse, representation or warranty. (g) If Seller is required to repurchase a Mortgage Loan which is cross-collateralized with one or more Mortgage Loans, the Seller shall be required to repurchase all such Mortgage Loans.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from after the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within one hundred twenty (120) days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days after the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System the removal of the Purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Witmer, GMACM or the Purchaser Pur▇▇▇▇▇▇ of a breach of any of the representations and warranties contained made by Witmer or GMACM, or upon ▇▇▇ ▇ccurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to each of the other. other parties. If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the knowledge of Witmer or GMACM. Followin▇ ▇▇▇covery or receipt of notice of any such breach of a representation or warranty made by Witmer or GMACM or the o▇▇▇▇▇▇nce of a Repurchase Event, GMACM or Witmer, as applicable, ▇▇▇▇▇ either (3i) Unless permitted cure such breach in all material respects within 90 days from the date such Person was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price within 90 days from the date such Person was notified of such breach; provided, however, that GMACM or Witmer, as applicable, ▇▇▇▇▇ have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt notice to Witmer or GMACM, as the c▇▇▇ ▇▇y be, of written notice from such breach, all Mortgage Loans affected by the Purchaser breach shall, at the option of the Purchaser, be repurchased by Witmer or GMACM, as appl▇▇▇▇▇▇, at the Purchase Price or substituted in accordance with this Section 7.03. If GMACM or Witmer elects to substit▇▇▇ ▇ Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, such Person shall deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 6, and Witmer or GMACM, as app▇▇▇▇▇▇e, shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 6. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to such Seller on the next succeeding Distribution Date. For the month of any breach substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Witmer or GMACM, as appli▇▇▇▇▇, shall be entitled to retain all amounts received in respect of any such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and Witmer and GMACM, as a▇▇▇▇▇▇ble, shall be deemed to have made the representations and warranties contained in Sections 3.01this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing, 3.02 if GMACM or 3.03 that materially and adversely affects the value of Witmer repurchases or sub▇▇▇▇▇▇es a Mortgage Loan (and is no longer a "Defective member of MERS and the Mortgage Loan"; provided that "Defective is registered on the MERS(R) System, the Purchaser, at the expense of GMACM and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage Loan" in recordable form to transfer the Mortgage from MERS to GMACM or Witmer, as the case may ▇▇, ▇▇d shall also include any cause such Mortgage Loan treated or designated as such to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. In the event of a repurchase by Witmer or GMACM pursuant ▇▇ ▇▇▇s Section 2.047.03, the Purchaser shall (i) within which to correct forward or cure such breach. If such breach can ultimately be cured but is not reasonably expected cause to be cured within forwarded the 60-day periodMortgage File for the related Mortgage Loan to Witmer or GMACM, then as the applicable ▇▇▇▇ ▇ay be, which shall include the Mortgage Note endorsed without recourse to such Seller shall have or its designee, (ii) cause the Servicer to release to Witmer or GMACM, as the c▇▇▇ ▇▇y be, any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) forward or cause to be forwarded an assignment in favor of Witmer or GMACM, as th▇ ▇▇▇▇ may be, or its designee of the Mortgage in recordable form and acceptable to Witmer or GMACM, as the ▇▇▇▇ ▇ay be, in form and substance and such additional timeother documents or instruments of transfer or assignment as may be necessary to vest in Witmer or GMACM, as th▇ ▇▇▇▇ may be, or its respective designee title to any such Mortgage Loan (or with respect to any Mortgage registered on the MERS(R) System, if anyWitmer or GMACM, as the c▇▇▇ ▇▇y be, is reasonably determined still a member of MERS, the Purchaser shall cause MERS to show Witmer or GMACM, as the ▇▇▇▇ ▇ay be, as the owner of record). The Purchaser shall cause the related Mortgage File to be forwarded to Witmer or GMACM, as the ▇▇▇▇ ▇ay be, immediately after receipt of the related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of Witmer or GMACM, as the ▇▇▇▇ ▇ay be, to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 ninety (390) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser’s option, repurchase the affected Mortgage Loan at the Repurchase Price. Notwithstanding anything to the contrary herein, any breach of the representations or warranties set forth in clauses (xxxvii), (xxxix), (xl) or (xlii) of Section 3.02 shall be deemed to materially and adversely affect the value of the related Mortgage Loans and, within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, the Company shall repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.03 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.04, for distribution to the Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.04) within which to correct or cure such breach5.01. If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company on behalf of the Purchaser, and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations, or (ii) cause MERS to designate on the MERS® System the Purchaser as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loan. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. In addition to such repurchase obligation, the Company 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 Company’s representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon the earliest of (i) discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects (although, in connection with such a breach of Section 3.02 (vv), the cure period shall be fifteen (15) days) and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS(R) System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loanwarranties, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein (or which materially and adversely affects the value of the applicable Mortgage Loan or the interest of the Purchaser therein in the case of a representation and warranty relating to a particular Mortgage Loan), the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (in the case of any of the foregoing, a "Breach"), the party discovering such breach Breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of . Within 60 days from of the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach Breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such Breach in all material respects (although, in connection with such a breach of Section 3.02(tt), the cure period shall be fifteen (15) days) and, if such Breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach within 120 days of the Closing Date, the Company shall, if the Breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 60 days of the written notice of the Breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System the removal of the Purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the Breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as upon (i) discovery of such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing Breach or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. Notwithstanding the above paragraphs, within sixty (60) days of the earlier of either discovery by, or notice to, the Company of any breach of the representations or warranties set forth in clauses (oo), (qq), (uu), (aaa) or (bbb) of Section 3.02 or any of the representations or warranties set forth in Exhibit K attached hereto, the Company shall repurchase such Mortgage Loan at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the respective Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the respective Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company shall indemnify the Purchaser and its present and former directors, officer, employees and agents and hold them harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS(R) System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from after the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days after the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System the removal of the Purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that 10.1 In the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) Upon discovery by either of the Sellers or the Purchaser event of a breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that set forth above which materially and adversely affects the value interests of a Mortgage Loanthe Issuer or the Noteholders, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have until the end of the Monthly Period which includes the sixtieth (60th) day (or, if the Seller so elects, an earlier date) after the date that the Seller became aware or was notified of such breach to cure or correct such breach (the "Cure Period"). The Issuer's sole remedy will be to require the Seller to take one of the following remedial actions: (a) remedy the matter giving rise to such breach if such matter is capable of remedy provided that, if a period remedy within the relevant Cure Period (as defined above) is not practicable, the Seller may remedy such breach by the last day of 60 days from the earlier following calendar month; or (b) repurchase the relevant Purchased Receivable at a price equal to, or, in case of either discovery by or receipt a breach of written notice from the Purchaser clause 9.1(h) (Warranties and Representations), pay to the Issuer, the Settlement Amount of such Purchased Receivable as at the end of the calendar month immediately preceding such repurchase provided that, if it is not practicable to repurchase such Purchased Receivable within the relevant Cure Period (as defined above), may repurchase such Purchased Receivable on the immediately following Payment Date. Each of the Issuer and Security Trustee agree to notify the Seller promptly upon becoming aware of any breach of any representation or warranty set out in clause 9.1 (Warranties and Representations) above of a Purchased Receivable. This will not constitute an obligation of the representations Issuer and/or the Security Trustee to investigate whether any such breach has occurred. 10.2 On (i) any Payment Date falling during the periods in (a) and warranties contained (b) referred to in Sections 3.01clause 10.1 above or (ii) the Payment Date immediately following the last day of the Monthly Period referred to in the periods (a) and (b) in clause 10.1 above, 3.02 or 3.03 upon which the Seller is to repurchase a Purchased Receivable pursuant to clause 10.1 (such Receivable, a "Non- Conforming Receivable"), the Seller will deliver to the Purchaser a notice specifying the details of the Non-Conforming Receivable to be repurchased (such notice, a "Repurchase Notice"). The Purchaser shall sell and transfer to the Seller the Non-Conforming Receivables, Financing Contracts and all related Ancillary Rights related to such Financing Contract as may be identified in any Repurchase Notice on the Repurchase Date for that materially and adversely affects Repurchase Notice, for an amount equal to the present value of the Purchased Receivable on the last calendar day of the month prior to the Repurchase Date in which the repurchase shall become effective using, as applicable, the Discount Rate on the basis of one year of 360 days being equivalent to 12 months, each month consisting of 30 days, subject to the discharge by the Seller of its obligations described in clause 10.3 below. 10.3 Where any amount is payable pursuant to this clause 10, the Seller shall deliver to the Issuer and to the Security Trustee a Mortgage Loan duly completed seller solvency certificate, substantially in the form (mutatis mutandis) set out in Schedule 2 (Form of Seller Solvency Certificate) to this Agreement, signed by a duly authorised officer of the Seller, immediately prior to such payment being made or effected. 10.4 On any Repurchase Date, the Seller shall pay into the Distribution Account, the aggregate Settlement Amount for the Non-Conforming Receivables described in the Repurchase Notice. 10.5 The fulfilment of the Seller’s obligation to make payments to the Purchaser pursuant to clause 10.4 above in respect of a Non-Conforming Receivable repurchased pursuant to this clause (a "Defective Mortgage LoanRepurchased Receivable"; provided that "Defective Mortgage Loan" ) shall also include be in full satisfaction and discharge of any Mortgage Loan treated rights or designated as such in accordance with Section 2.04) within remedies which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees any other party or person may otherwise have had with respect to each Mortgage Loan conveyed by it that, if such Repurchased Receivable as a result of any breach relating thereto cannot be corrected or cured within other circumstance on the applicable cure period part of or affecting the Seller arising under this Agreement or any other Transaction Document in relation to such additional timeRepurchased Receivable or (as the case may be) the Obligor concerned, if anyand accordingly, the Purchaser hereby acknowledges that it will have no further or other rights with respect to such Repurchased Receivable as is reasonably determined a result of or in connection with any such breach or other circumstance. Upon payment of the Settlement Amount in respect of any Repurchased Receivable pursuant to clause 10.1, the Seller shall become the absolute owner of such Repurchased Receivable. 10.6 Upon payment of the Settlement Amount by the Purchaser, then such Seller shall, in respect of any Non-Conforming Receivables pursuant to clause 10.1 above (at the direction cost of the PurchaserSeller and without recourse or warranty on the part of the Issuer), the Issuer shall: (a) re-assign and re-transfer to the Seller the relevant Non-Conforming Receivables and all its rights, title, benefits and interests therein (and the Ancillary Rights referable thereto) and to the Collections thereof free from the trusts created pursuant to the Deed of Charge and Assignment and each Scottish Declaration of Trust (and any security interest attaching to the interest of the Issuer in such trusts); and (b) take all such steps and comply with all such formalities as the Seller may reasonably require to perfect the re-assignment and/or release from any Scottish Trust of the Seller's title to such Non-Conforming Receivable (and the Ancillary Rights referable thereto), including, where appropriate, by giving notice of such re-assignment or retrocession to the relevant Obligor (and any related guarantor), and/or to perfect the release from the trust of the security interests referred to in paragraph (a) above. 10.7 Save as provided in this clause 10 the Seller is not obliged to repurchase any Receivables. 10.8 If during any Monthly Period, the Defective Mortgage Loan at Seller classifies any Purchased Receivable under a Financing Contract as a Written-Off Purchased Receivable, it may repurchase from the applicable Repurchase PriceIssuer the benefit of all such Written-Off Purchased Receivables on the following Payment Date (or on any Payment Date thereafter) and on the Payment Date on which such Written- Off Purchased Receivable is repurchased pay consideration of £1 per Purchased Receivable repurchased, paid into the Distribution Account in arrear on such Payment Date.

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (1a) It is understood not true and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the sale correct as of the Mortgage Loans date specified therein with respect to any Receivable or Account and the Purchaser and shall inure Buyer is, in connection therewith, required to the benefit purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the PurchaserPooling and Servicing Agreement, notwithstanding then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any restrictive or qualified endorsement on any Mortgage Note or Assignment such event by the Seller or the examination of any Mortgage File. (2) Upon discovery Buyer, or receipt by either of the Sellers Seller or the Purchaser of a breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt Buyer of written notice from of any such event given by the Purchaser Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller of any breach of any shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the representations Purchase Price, the Buyer shall automatically and warranties contained without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in Sections 3.01and to such Receivable, 3.02 all Collateral Security, the related Floorplan Rights and all monies due or 3.03 that materially to become due with respect thereto and adversely affects the value all proceeds thereof. The Buyer shall execute such documents and instruments of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" transfer or assignment and take such other actions as shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately reasonably be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined required by the Purchaser Seller to cure effect the conveyance of such breach provided that Receivables pursuant to this Section. The obligation of the Seller has commenced curing to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders).

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or that materially and adversely affects the interests of 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 ninety (390) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from after the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 90 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also include any repurchase the deficient Mortgage Loan treated within ninety (90) days after the written notice of the breach or designated as the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in accordance with Section 2.04) within which the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected the Company and the delivery to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser to cure that such breach provided that repurchase or substitution has taken place, amend the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each related Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within Schedule to reflect the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction withdrawal of the Purchaser, repurchase the Defective Deleted Mortgage Loan at from this Agreement, and, in the applicable Repurchase Price.case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or that materially and adversely affects the interests of 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 ninety (390) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from after the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach. in all material respects and, if such breach cannot be cured, the Company, shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 90 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser’s option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a “Deleted Mortgage Loan”) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days after the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage. Loan and amend the related Mortgage Loan, Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such . Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall. deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (in the case of any of the foregoing, a "Breach"), the party discovering such breach Breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of . Within 60 days from of the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach Breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such Breach in all material respects (although, in connection with such a breach of Section 3.02(vv), the cure period shall be fifteen (15) days) and, if such Breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach within 120 days of the Closing Date, the Company shall, if the Breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 60 days of the written notice of the Breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the Breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as upon (i) discovery of such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing Breach or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Seller or the Purchaser of a breach of any of the foregoing representations and warranties contained warranties, or upon the occurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to the other. . If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the Seller's knowledge. Following discovery or receipt of notice of any such breach or occurrence, the Seller shall either (3i) Unless permitted cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price within 90 days from the date the Seller was notified of such breach; provided, however, that the Seller shall have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of such breach, all Mortgage Loans affected by the breach shall, at the option of the Purchaser, be repurchased by the Seller at the Purchase Price or substituted for in accordance with this Section 7.03. If the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, the Seller shall deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 6, and the Seller shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 6. No substitution will be made in any breach calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of any substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, the Seller shall be deemed to have made the representations and warranties contained in Sections 3.01this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing, 3.02 or 3.03 that materially if the Seller is no longer a member of MERS and adversely affects the value Mortgage is registered on the MERS(R) System, the Purchaser, at the expense of the Seller and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. In the event of a repurchase by the Seller pursuant to this Section 7.03, the Purchaser shall forward or cause to be forwarded the Mortgage File for the related Mortgage Loan to the Seller, which shall include the Mortgage Note endorsed without recourse to the Seller or its designee, an assignment in favor of the Seller or its designee of the Mortgage in recordable form and acceptable to the Seller in form and substance and such other documents or instruments of transfer or assignment as may be necessary to vest in the Seller or its designee title to any such Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include or with respect to any Mortgage Loan treated or designated registered on the MERS(R) System, if the Seller is still a member of MERS, the Purchaser shall cause MERS to show the Seller as such in accordance with Section 2.04) within which to correct or cure such breachthe owner of record). If such breach can ultimately be cured but is not reasonably expected The Purchaser shall cause the related Mortgage File to be cured within forwarded to Seller immediately after receipt of the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of the Seller to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of . Within 60 days from of the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS® System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 and the obligation to repurchase pursuant to Section 3.04 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the PurchaserPurchaser for compliance with this Agreement. The Company shall pay all reasonable out-of-pocket costs and expenses incurred in connection with the repurchase of and substitution for a Deleted Mortgage Loan, then such Seller shall, at the direction or cure of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Pricea breach of a representation or warranty.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS(R) System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (in the case of any of the foregoing, a "Breach"), the party discovering such breach Breach shall give prompt written notice to the other. . Within sixty (360) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach Breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such Breach in all material respects (although, in connection with such a breach of Section 3.02(tt), the cure period shall be fifteen (15) days) and, if such Breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach within one hundred twenty (120) days of the related Closing Date, the Company shall, if the Breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan <PAGE> as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than one hundred twenty (120) days after the related Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within sixty (60) days of the written notice of the Breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such repurchase takes place, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System the removal of the Purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to <PAGE> Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the Breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as upon (i) discovery of such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing Breach or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Submitted Mortgage FileFile by the Purchaser or its agents. (2b) Upon discovery by either of the Sellers or the Purchaser of a failure or breach of any of the foregoing representations and warranties contained set forth in Sections 3.01, 3.01 or 3.02 as to or 3.03 that materially and adversely affects the value of a affect any Mortgage Loan, the party discovering such breach shall Purchaser may give prompt written notice of such failure or breach to the other. (3) Seller. Unless permitted a greater period of time to cure as set forth in Section 2.042.04 and except as to a breach of Section 3.02(iv), for which there shall be no cure period, the applicable Seller shall have a period of 60 thirty (30) days from the earlier of either discovery by Seller or receipt of written notice from the Purchaser to the Seller of any such failure or breach of any of the representations and warranties contained in Sections 3.01, 3.02 representation or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) warranty within which to correct or cure such breach. If such failure or breach can ultimately be cured but is not reasonably expected to be cured within of representation or warranty at the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller’s sole expense. (c) The Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, that if any such failure or breach relating thereto canof representation or warranty is not be corrected or cured within the applicable cure period or such additional timeperiod, if anythe Seller will, as is reasonably determined within five (5) days after demand to do so by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective affected Mortgage Loan at in the applicable Repurchase Pricemanner specified in Sections 3.03(d), (e) and (f). (d) The repurchase price will be equal to the sum of: (i) the original purchase price of the affected Mortgage Loan less any amounts received by Purchaser with respect to such Mortgage Loan on or prior to the date of repurchase; plus (ii) all accrued interest on such Mortgage Loan from the date to which interest was last paid through and including the date of repurchase; plus (iii) all other amounts payable under the Mortgage Loan Documents for such Mortgage Loan through the time of repurchase; plus (iv) Purchaser’s reasonable and customary out-of-pocket expenses incurred by Purchaser in transferring such Mortgage Loan back to Seller (as reasonably approved by Seller); plus (v) all unreimbursed Advances made by Purchaser or any servicer of the related Mortgage Loan for the Purchaser, other than Seller. (e) Any repurchase shall be accomplished by delivery to the Purchaser, in immediately available funds, of the amount of the repurchase price. (f) Upon delivery to the Purchaser of the repurchase price, the Purchaser shall take each of the actions described in Section 2.01(e) to assign the Mortgage Loan Documents back to the Seller without recourse, representation or warranty.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the PurchaserPurchaser hereunder, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or that materially and adversely affects the interests of 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 ninety (390) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from after the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of a the Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated Loans or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by interest of the Purchaser therein, the Company shall use its best efforts promptly to cure such breach provided that the Seller has commenced curing or correcting in all material respects and, if such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within cured, the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller Company shall, at the direction of the Purchaser's option, repurchase the Defective such Mortgage Loan at the applicable Repurchase Price.▇▇▇▇▇▇▇▇▇▇

Repurchase. (1a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 Appendix A and 3.03 Subsection 7.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage File to the Purchaser Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or review, or lack of examination or review, of any Mortgage File. (2) Loan Document. Upon discovery by either of the Sellers Seller or the Purchaser of (i) a breach of any of the representations and warranties contained set forth in Sections 3.01, 3.02 or 3.03 that Appendix A with respect to any Mortgage Loan which breach materially and adversely affects the value of such Mortgage Loan or the interest of the Purchaser in such Mortgage Loan or (ii) any defective or missing document required to be included in a Mortgage LoanFile (“Defective Document”) as described in Subsection 6.03, the party discovering such breach or Defective Document shall give prompt written notice to the other. With respect to the representations and warranties contained in Appendix A that are made to the Seller’s knowledge or to the best of Seller’s knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest of the Purchaser in the related Mortgage Loan, the Purchaser shall be entitled to all the remedies to which it would be entitled for a breach of representation or warranty, including the repurchase requirements contained herein, notwithstanding Seller’s lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made. The Seller hereby covenants and agrees that if any such Defective Document or breach is not corrected or cured within such sixty (60) day period, or if the Seller is required to repurchase any Mortgage Loan pursuant to any other provision herein, the Seller shall repurchase such Mortgage Loan at the Repurchase Price. Any repurchase pursuant to this Subsection 7.03(a) shall be accomplished by wire transfer of immediately available funds of the amount of the Repurchase Price to an account designated by the Purchaser. (3b) Unless permitted a greater period Any claim or cause of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to action against the Seller relating to or arising out of any the breach of any of the representations and warranties contained made in Sections 3.01, 3.02 Appendix A or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" Subsection 7.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined notice thereof by the Purchaser to the Seller, (ii) failure by the Seller to cure such breach provided or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with this Agreement. (c) The parties agree that the resolution of any controversy or claim arising out of or relating to an obligation or alleged obligation of the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each repurchase a Mortgage Loan conveyed or make any other payment required under this Subsection 7.03 due to a breach of a representation or warranty set forth in Appendix A or Subsection 7.02 shall be by it that, if any breach relating thereto cannot be corrected or cured within Arbitration. The parties shall comply with the applicable cure period or such additional time, if any, as is reasonably determined Arbitration procedures provided in writing by the Purchaser, then such Seller shall, at the direction . The finding of the PurchaserArbitrator shall be final and binding upon the parties. Judgment upon any arbitration award rendered may be entered and enforced in any court of competent jurisdiction. The costs of the Arbitrator shall be shared equally between both parties. Each party, repurchase however, shall bear their own attorney’s fees, costs and expenses in connection with the Defective Mortgage Loan at the applicable Repurchase PriceArbitration.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the PurchaserPurchaser and its successors and assigns, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted . Notwithstanding anything herein to the contrary, for the purposes of determining whether a greater period breach of time to cure as set forth in Section 2.04, any of the applicable Seller foregoing representations and warranties shall have a period occurred, any knowledge qualifier shall be disregarded as if such knowledge qualification had not been given. Within 90 days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Repurchase Price. Notwithstanding the above sentence, within thirty (30) days of the earlier of either discovery by, or notice to, the Company of any breach of the representations or warranties set forth in clauses (xxxix), (xl), (xlii), (xliii), (xliv) or (l) of Section 3.2, the Company shall repurchase such Mortgage Loan at the Repurchase Price, together with all expenses incurred by the Purchaser as a result of such repurchase. In the event that a breach shall involve any representation or warranty set forth in Section 3.1, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.3 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.4, for distribution to Purchaser on the Remittance Date for the month following the date of the repurchase, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.04) within which to correct or cure such breach5.1. If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company on behalf of the Purchaser, and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Company as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loans to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loans. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loans from this Agreement. In addition to such repurchase obligation, the Company shall indemnify the Purchaser and its successors and assigns and hold them 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 Company’s representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.3 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser and its successors and assigns as provided in this Section 3.3, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.1 and 3.2 shall accrue as to any Mortgage Loan upon the earliest of (i) discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the sale of the Mortgage Loans and delivery of the Mortgage File to the Purchaser Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination examination, or lack of examination, of any Mortgage File. (2) . Upon discovery by either of the Sellers Seller, the Servicer or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which materially and adversely affects the value of a one or more of the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time others. With respect to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01which are made to the best of the Seller's knowledge, 3.02 if it is discovered by the Seller, the Servicer or 3.03 the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of a the related Mortgage Loan or the interests of the Purchaser therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. The Seller shall have a period of sixty (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include 60) days from the earlier of its discovery or its receipt of notice of any Mortgage Loan treated or designated as such in accordance with Section 2.04) breach within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each The Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, that if any such breach relating thereto canis not be corrected or cured within such sixty (60) day period, the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Purchaser's option and not later than the next Determination Date, either repurchase such Mortgage Loan at the Repurchase Price. If any such breach shall involve any representation or warranty set forth in Section 3.02, and such breach is not cured within sixty days of the earlier of either discovery by or notice to the Seller of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Seller at the Repurchase Price. Any such repurchase shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase, the Purchaser and the Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Custodian relating to the repurchased Mortgage Loan. In the event of a repurchase, the Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. In addition to its obligation to cure or repurchase a defective Mortgage Loan, 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 (excluding, however, punitive damages, loss of profit damages and exemplary damages) resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained in this Agreement. 01. Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Sections 3.02 and 3.03 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Seller or notice thereof by the Purchaser to the Seller, (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with this Agreement. In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is imminent, Purchaser may, in connection with any repurchase of a Defective Mortgage Loan pursuant to this Section 3.04, require that the Seller deliver, at the applicable Repurchase PriceSeller's expense, an Opinion of Counsel to the effect that such repurchase or substitution will not (i) result in the imposition of taxes on "prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (in the case of any of the foregoing, a "Breach"), the party discovering such breach Breach shall give prompt written notice to the other. . Within sixty (360) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach Breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such Breach in all material respects (although, in connection with such a breach of Section 3.02(tt), the cure period shall be fifteen (15) days) and, if such Breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach within one hundred twenty (120) days of the Closing Date, the Company shall, if the Breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within sixty (60) days of the written notice of the Breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such repurchase takes place, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System the removal of the Purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the Breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as upon (i) discovery of such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing Breach or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the respective Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the respective Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Witmer, GMACM or the Purchaser Pu▇▇▇▇▇▇r of a breach of any of the representations and warranties contained made by Witmer or GMACM, or upo▇ ▇▇▇ occurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to each of the other. other parties. If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the knowledge of Witmer or GMACM. Followi▇▇ ▇▇scovery or receipt of notice of any such breach of a representation or warranty made by Witmer or GMACM or the ▇▇▇▇▇▇ence of a Repurchase Event, GMACM or Witmer, as applicable, ▇▇▇▇l either (3i) Unless permitted cure such breach in all material respects within 90 days from the date such Person was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price within 90 days from the date such Person was notified of such breach; provided, however, that GMACM or Witmer, as applicable, ▇▇▇▇l have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt notice to Witmer or GMACM, as the ▇▇▇▇ ▇ay be, of written notice from such breach, all Mortgage Loans affected by the Purchaser breach shall, at the option of the Purchaser, be repurchased by Witmer or GMACM, as app▇▇▇▇▇▇e, at the Purchase Price or substituted in accordance with this Section 7.03. If GMACM or Witmer elects to substi▇▇▇▇ ▇ Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, such Person shall deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 6, and Witmer or GMACM, as ap▇▇▇▇▇▇le, shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 6. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to such Seller on the next succeeding Distribution Date. For the month of any breach substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Witmer or GMACM, as appl▇▇▇▇▇▇, shall be entitled to retain all amounts received in respect of any such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and Witmer and GMACM, as ▇▇▇▇▇▇able, shall be deemed to have made the representations and warranties contained in Sections 3.01this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing, 3.02 if GMACM or 3.03 that materially and adversely affects the value of Witmer repurchases or su▇▇▇▇▇▇tes a Mortgage Loan (and is no longer a "Defective member of MERS and the Mortgage Loan"; provided that "Defective is registered on the MERS(R) System, the Purchaser, at the expense of GMACM and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage Loan" in recordable form to transfer the Mortgage from MERS to GMACM or Witmer, as the case may ▇▇, ▇nd shall also include any cause such Mortgage Loan treated or designated as such to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. In the event of a repurchase by Witmer or GMACM pursuant ▇▇ ▇▇is Section 2.047.03, the Purchaser shall (i) within which to correct forward or cure such breach. If such breach can ultimately be cured but is not reasonably expected cause to be cured within forwarded the 60-day periodMortgage File for the related Mortgage Loan to Witmer or GMACM, then as the applicable ▇▇▇▇ may be, which shall include the Mortgage Note endorsed without recourse to such Seller shall have or its designee, (ii) cause the Servicer to release to Witmer or GMACM, as the ▇▇▇▇ ▇ay be, any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) forward or cause to be forwarded an assignment in favor of Witmer or GMACM, as t▇▇ ▇▇▇e may be, or its designee of the Mortgage in recordable form and acceptable to Witmer or GMACM, as the ▇▇▇▇ may be, in form and substance and such additional timeother documents or instruments of transfer or assignment as may be necessary to vest in Witmer or GMACM, as t▇▇ ▇▇▇e may be, or its respective designee title to any such Mortgage Loan (or with respect to any Mortgage registered on the MERS(R) System, if anyWitmer or GMACM, as the ▇▇▇▇ ▇ay be, is reasonably determined still a member of MERS, the Purchaser shall cause MERS to show Witmer or GMACM, as the ▇▇▇▇ may be, as the owner of record). The Purchaser shall cause the related Mortgage File to be forwarded to Witmer or GMACM, as the ▇▇▇▇ may be, immediately after receipt of the related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of Witmer or GMACM, as the ▇▇▇▇ may be, to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, Purchaser notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. Notwithstanding the above sentence, (i) within sixty (60) days of the earlier of either discovery by, or notice to, the Company of any breach of the representation and warranty set forth in clause (xlv) of Section 3.2, the Company shall repurchase such Mortgage Loan at the Repurchase Price, together with all expenses incurred by the Purchaser as a result of such repurchase and (ii) any breach of a Deemed Material Breach Representation shall automatically be deemed to materially and adversely affect the value of the Mortgage Loan and the interest of the Purchaser therein. In the event that a breach shall involve any representation or warranty set forth in Section 3.1, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.3 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.4, for distribution to Purchaser on the Remittance Date for the month following the date of the repurchase, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.045.1. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loans to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loans. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loans from this Agreement. In addition to such repurchase obligation, the Company 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 Company's representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.3 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.3, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.1 and 3.2 shall accrue as to any Mortgage Loan upon the earliest of (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of . Within 60 days from of the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within 60 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Seller or the Purchaser of a breach of any of the representations and warranties contained made by the Seller, or upon the occurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to each of the other. other parties. If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the knowledge of the Seller. Following discovery or receipt of notice of any such breach of a representation or warranty made by the Seller or the occurrence of a Repurchase Event, the Seller shall either (3i) Unless permitted cure such breach in all material respects within 90 days from the date such Person was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price within 90 days from the date such Person was notified of such breach; provided, however, that the Seller shall have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of such breach, all Mortgage Loans affected by the breach shall, at the option of the Purchaser, be repurchased by the Seller at the Purchase Price or substituted in accordance with this Section 7.03. If the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, such Person shall deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 6, and the Seller shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 6. No substitution will be made in any breach calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of any substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made the representations and warranties contained in Sections 3.01this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing, 3.02 if the Seller repurchases or 3.03 that materially and adversely affects the value of substitutes a Mortgage Loan (and is no longer a "Defective member of MERS and the Mortgage Loan"; provided that "Defective is registered on the MERS® System, the Purchaser, at the expense of the Seller and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage Loan" in recordable form to transfer the Mortgage from MERS to the Seller, and shall also include any cause such Mortgage Loan treated or designated as such to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations. In the event of a repurchase by the Seller pursuant to this Section 2.047.03, the Purchaser shall (i) within which to correct forward or cure such breach. If such breach can ultimately be cured but is not reasonably expected cause to be cured within forwarded the 60-day periodMortgage File for the related Mortgage Loan to the Seller which shall include the Mortgage Note endorsed without recourse to the Seller or its designee, then (ii) cause the applicable Servicer to release to the Seller shall have any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) forward or cause to be forwarded an assignment in favor of the Seller, or its designee of the Mortgage in recordable form and acceptable to the Seller in form and substance and such additional timeother documents or instruments of transfer or assignment as may be necessary to vest in the Seller or its respective designee title to any such Mortgage Loan (or with respect to any Mortgage registered on the MERS® System, if anythe Seller is still a member of MERS, the Purchaser shall cause MERS to show the Seller as is reasonably determined the owner of record). The Purchaser shall cause the related Mortgage File to be forwarded to the Seller immediately after receipt of the related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of the Seller to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) Upon discovery by either of the Sellers or the Purchaser of a breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure cur as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Price.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Witmer, GMACM or the Purchaser Pur▇▇▇▇▇▇ of a breach of any of the representations and warranties contained made by Witmer or GMACM, or upon ▇▇▇ ▇ccurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to the other. other parties. If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the knowledge of Witmer or GMACM. Followin▇ ▇▇▇covery or receipt of notice of any such breach of a representation or warranty made by Witmer or GMACM or the o▇▇▇▇▇▇nce of a Repurchase Event, GMACM or Witmer, as applicable, ▇▇▇▇▇ either (3i) Unless permitted cure such breach in all material respects within 90 days from the date such Person was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price within 90 days from the date such Person was notified of such breach; provided, however, that GMACM or Witmer, as applicable, ▇▇▇▇▇ have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt notice to Witmer or GMACM, as the c▇▇▇ ▇▇y be, of written notice from such breach, all Mortgage Loans affected by the Purchaser breach shall, at the option of the Purchaser, be repurchased by Witmer or GMACM, as appl▇▇▇▇▇▇, at the Purchase Price or substituted for in accordance with this Section 7.03. If GMACM or Witmer elects to substi▇▇▇▇ ▇ Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, such Person shall deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 6, and Witmer or GMACM, as appli▇▇▇▇▇, shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 6. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to such Seller on the next succeeding Distribution Date. For the month of any breach substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Witmer or GMACM, as appli▇▇▇▇▇, shall be entitled to retain all amounts received in respect of any such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, Witmer and GMACM, as appl▇▇▇▇▇▇, shall be deemed to have made the representations and warranties contained in Sections 3.01this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing, 3.02 if GMACM or 3.03 that materially and adversely affects the value of Witmer repurchases or s▇▇▇▇▇▇utes a Mortgage Loan (and is no longer a "Defective member of MERS and the Mortgage Loan"; provided that "Defective is registered on the MERS(R) System, the Purchaser, at the expense of GMACM and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage Loan" in recordable form to transfer the Mortgage from MERS to GMACM or Witmer, as the case may ▇▇, ▇▇d shall also include any cause such Mortgage Loan treated or designated as such to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. In the event of a repurchase by Witmer or GMACM pursuant ▇▇ ▇▇▇s Section 2.047.03, the Purchaser shall (i) within which to correct forward or cure such breach. If such breach can ultimately be cured but is not reasonably expected cause to be cured within forwarded the 60-day periodMortgage File for the related Mortgage Loan to Witmer or GMACM, then as the applicable ▇▇▇▇ ▇ay be, which shall include the Mortgage Note endorsed without recourse to such Seller shall have or its designee, (ii) cause the Servicer to release to Witmer or GMACM, as the c▇▇▇ ▇▇y be, any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) forward or cause to be forwarded an assignment in favor of Witmer or GMACM, as th▇ ▇▇▇▇ may be, or its designee of the Mortgage in recordable form and acceptable to Witmer or GMACM, as the ▇▇▇▇ ▇ay be, in form and substance and such additional timeother documents or instruments of transfer or assignment as may be necessary to vest in Witmer or GMACM, as th▇ ▇▇▇▇ may be, or its respective designee title to any such Mortgage Loan (or with respect to any Mortgage registered on the MERS(R) System, if anyWitmer or GMACM, as the c▇▇▇ ▇▇y be, is reasonably determined still a member of MERS, the Purchaser shall cause MERS to show Witmer or GMACM, as the ▇▇▇▇ ▇ay be, as the owner of record). The Purchaser shall cause the related Mortgage File to be forwarded to Witmer or GMACM, as the ▇▇▇▇ ▇ay be, immediately after receipt of the related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of Witmer or GMACM, as the ▇▇▇▇ ▇ay be, to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the PurchaserPurchaser and its successors and assigns, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted . Notwithstanding anything herein to the contrary, for the purposes of determining whether a greater period breach of time to cure as set forth in Section 2.04, any of the applicable Seller foregoing representations and warranties shall have a period occurred, any knowledge qualifier shall be disregarded as if such knowledge qualification had not been given. Within 90 days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. Notwithstanding the above sentence, within thirty (30) days of the earlier of either discovery by, or notice to, the Company of any breach of the representations or warranties set forth in clauses (xxxix), (xl), (xlii), (xliii), (xliv) or (liv) of Section 3.2, the Company shall repurchase such Mortgage Loan at the Repurchase Price, together with all expenses incurred by the Purchaser as a result of such repurchase. In the event that a breach shall involve any representation or warranty set forth in Section 3.1, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.3 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.4, for distribution to Purchaser on the Remittance Date for the month following the date of the repurchase, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.04) within which to correct or cure such breach5.1. If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company on behalf of the Purchaser, and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Company as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loans to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loans. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loans from this Agreement. In addition to such repurchase obligation, the Company shall indemnify the Purchaser and its successors and assigns, and hold them 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 Company's representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.3 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser and its successors and assigns as provided in this Section 3.3, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.1 and 3.2 shall accrue as to any Mortgage Loan upon the earliest of (i) discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed 14.1 We may require you by written notice to repurchase any Debts which have become Disapproved and, in addition, all or any Debts that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File.are owed by a Customer: (2a) Upon discovery by either who has failed to pay a Debt within the Recourse Period (irrespective of the Sellers whether or the Purchaser not that Debt is Approved or Disapproved); or (b) who is Insolvent; or (c) in respect of a whom solicitors or collection agents have been instructed to take action to collect an Approved Debt; or (d) in respect of whose Debts you are in breach of any warranty given to us (or would be if such warranty were to be repeated at that time); or (e) in circumstances where in excess of 20% of the representations total amount owing by such Customer is more than 60 days overdue. 14.2 We will not exercise our right to require that you repurchase Debts to the extent that a Debt is a Customer Protected Debt and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value provisions of a Mortgage Loan, Condition 15 apply to it. 14.3 We may require you to repurchase all Debts following the party discovering such breach shall give prompt written expiry of any notice to the otherterminate this Agreement. (3) Unless permitted 14.4 The repurchase price payable by you for a greater period Debt will be an amount equal to all Prepayments made by us in respect of time that Debt plus all Charges and other amounts payable or recoverable under this Agreement as apportioned by us to cure as set forth in Section 2.04, that Debt. 14.5 You may not require us to sell to you any Debt. 14.6 Once you have paid the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any repurchase price for all of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan Debts you have been required to repurchase (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such calculated in accordance with Section 2.04) within which to correct or cure Condition 14.4), but not before, such breachDebts will re-vest in you. If such breach can ultimately be cured but is requested we will, at your cost, execute a formal assignment of the Debts repurchased by you. 14.7 If you are required to repurchase all of the Debts, then, at our option we may treat the repurchase price as paid in full once you have paid us an amount equal to the debit balance on the Current Account inclusive of all Charges incurred to the date of payment. 14.8 Following any Debt being repurchased by you under this Condition 14 we will not reasonably expected have any further liability to you whatsoever in respect of that Debt. 14.9 Any notice served by us to require you to repurchase any Debts will not prejudice any of our other rights under this Agreement and payment of any repurchase price will not prejudice or alter our entitlement to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction paid all of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCharges provided for in this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects (although, in connection with such a breach of Section 3.02 (vv), the cure period shall be fifteen (15) days) and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also include any repurchase the deficient Mortgage Loan treated within 90 days of the written notice of the breach or designated as the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in accordance with Section 2.04) within which respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to correct or cure such breachthe Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If such breach can ultimately be cured but the Company repurchases a Mortgage Loan that is not reasonably expected a MERS Mortgage Loan, the Company shall cause MERS to be cured within designate on the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by MERS(R) System to remove the Purchaser to cure such breach provided that as the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees beneficial holder with respect to each such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan conveyed Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by it thatdelivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, if with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any breach relating thereto cannot calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be corrected or cured within retained by the applicable cure period or Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such additional timeDeleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any, ) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is reasonably determined less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the PurchaserCompany in the month of substitution pursuant to Section 5.01. Accordingly, then on the date of such Seller shallsubstitution, at the direction Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Purchaser, repurchase Company representations and warranties contained in this Agreement. It is understood and agreed that the Defective Mortgage Loan at obligations of the applicable Repurchase Price.Company set forth in this

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) Upon discovery by either of the Sellers or the Purchaser of a breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Price. (4) Any repurchase of a Defective Mortgage Loan required hereunder shall be accomplished by payment of the applicable Repurchase Price within 3 Business Days of expiration of the applicable time period referred to above in paragraph 3.04(3) by wire transfer of immediately available funds directly to the Purchaser's Account. It is understood and agreed that the obligations of a Seller (a) set forth in this Section 3.04(4) to cure any breach of such Seller's representations and warranties contained in Section 3.03 or to repurchase the Defective Mortgage Loan(s) and (b) set forth in Section 9.01 to indemnify the Purchaser in connection with any breach of a Seller's representations and warranties contained in Section 3.03 shall constitute the sole remedies of the Purchaser respecting a breach of such representations and warranties. (5) The parties further agree that, in recognition of the Trust's rights against Cendant Mortgage with respect to the Mortgage Loans acquired by it from Cendant Mortgage and conveyed to the Purchaser hereunder, the Purchaser shall have the right to cause Cendant Mortgage to repurchase directly any Defective Mortgage Loan (other than as a result of a breach by the Trust of Section 3.03 (3) or 3.03(15) hereof, in which case the Purchaser shall have the right to cause the Trust to repurchase directly the Defective Mortgage Loan) acquired hereunder by the Purchaser from the Trust.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage File to the Purchaser or its designee and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) Mortgage. Upon discovery by either of the Sellers Seller or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan or the interest of the Purchaser (or which materially and adversely affects the interests of 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 sixty (360) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of a Mortgage Loan (a "Defective any Mortgage Loan"; provided that "Defective Mortgage Loan" , the Purchaser shall also include any Mortgage Loan treated or designated as such notify the Seller in accordance with Section 2.04) within which writing. The Seller shall use its best efforts to correct or promptly cure such breach. If breach in all material respects and, if such breach can ultimately be cured but is cannot reasonably expected to be cured within ninety (90) days (the 60-day period“Cure Period”), then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser’s option, repurchase the Defective such Mortgage Loan at the applicable Repurchase Price. At the time of repurchase, the Purchaser and the Seller shall arrange for the reassignment of the Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Purchaser relating to the Mortgage Loan. If the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Seller shall cause MERS to designate on the MERS System the removal of the Purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase, the Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Mortgage Loan from this Agreement. In addition to such cure, repurchase obligation, 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 solely from, a third party claim based upon a breach of the Seller’s representations and warranties contained in Sections 7.01 and 7.02 It is understood and agreed the Seller’s obligation set forth in this Section 7.03 to repurchase a Mortgage Loan and indemnify Purchaser constitute the sole remedies of the Purchaser hereunder respecting any breach of the Seller's representations and warranties contained in this Agreement. Any cause of action against the Seller relating to or arising out of the material breach of any representations and warranties made in Sections 7.01 and 7.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failures by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with this Agreement. Repurchase of Mortgage Loans With Early Payment Default. With respect to any Mortgage Loan, if the related Mortgagor fails to make either of the first six Monthly Payment due to the Purchaser after the applicable Closing Date and such failure is solely due to the fault of the Mortgagor and not to an administrative error by Purchaser or its servicer in connection with the application of payments relating to a servicing transfer, Seller shall, upon receipt of notice from the Purchaser, promptly repurchase such Mortgage Loan from the Purchaser within thirty (30) days from when such Monthly Payment was due at the Repurchase Price; provided, however, that in the event the related Mortgagor fails to make a required Monthly Payment set forth above prior to the Servicing Transfer Date, the Purchaser shall not be required to provide notice to the Seller and the Seller shall repurchase the Mortgage Loan within thirty (30) days from when such Monthly Payment was due at the Repurchase Price. It is understood and agreed the Seller’s obligation set forth in this Section 7.04 to repurchase a Mortgage Loan constitutes the sole remedy of the Purchaser hereunder respecting any Mortgage Loan with an early payment default. In lieu of repurchase, the buyer at its sole discretion may elect to allow the seller to indemnify the buyer for this loan and pay an indemnification fee. Purchase Price Protection. With respect to any Mortgage Loan that prepays in full on or prior to the last day of the sixth full month following the Purchase Date (or such other earlier date set forth in the PPTL), the Seller shall reimburse the Purchaser an amount equal to the product of (a) the amount by which Purchase Price Percentage paid by the Purchaser to the Seller for such Mortgage Loan exceeds 100% and (b) the outstanding principal balance of the Mortgage Loan as of the Cut-off Date. Such payment shall be made within thirty (30) days of such payoff.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (in the case of any of the foregoing; a "Breach"), the party discovering such breach Breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of . Within 60 days from of the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach Breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach within 120 days of the Closing Date, the Company shall, if the Breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 60 days of the written notice of the Breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the Breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as upon (i) discovery of such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing Breach or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase takes place, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. Notwithstanding anything to the contrary contained herein, it is understood by the parties hereto that a breach of Section 3.02 (oo), (qq), (ww), (xx), (zz) or (bbb), within sixty (60) days of the earlier of either discovery by, or notice to, the Company of any such breach, the Company shall repurchase such Mortgage Loan at the Repurchase Price. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS® System the removal of the Purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees (including, without limitation, legal fees incurred in connection with the enforcement of the Company's indemnification obligation under this Section 3.03) 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 Company’s representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. Notwithstanding the above sentence, (i) within ninety (90) days after the earlier of either discovery by, or notice to, the Company of any breach of the representation and warranty set forth in clause (iii) of Section 3.02, the Company shall repurchase such Mortgage Loan at the Repurchase Price and (ii) any breach of a Deemed Material and Adverse Representation shall automatically be deemed to materially and adversely affect the value of the Mortgage Loans or the interest of the Purchaser therein. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within ninety (90) days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 (other than the representation and warranty set forth in clause (iii) of such Section or any Deemed Material and Adverse Representation) and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such Repurchase Price is received, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company shall indemnify the Purchaser and its present and former directors, officers, employees and agents and any Successor Servicer and its present and former directors, officers, employees and agents and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.03 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.04, for distribution to Purchaser on the Remittance Date for the month following the date of the repurchase, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.045.01. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loan. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. In addition to such repurchase obligation, the Company 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 Company's representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon the earliest of (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination examination, or lack of examination, of any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which materially and adversely affects the value of a the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller . The Company shall have a period of 60 sixty (60) days from the earlier of either its discovery by or its receipt of written notice from the Purchaser to the Seller of any such breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If The Company hereby covenants and agrees that if any such breach can ultimately be cured but is not reasonably expected to be corrected or cured within the 60-such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent and at Purchaser's sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the amount of the Repurchase Price. If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the Purchaser's prior consent and at Purchaser's sole option, within ninety (90) days from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser. For any month in which the Company is permitted to substitute one or more substitute Mortgage Loans, the Company will determine the amount (if any) by which the aggregate Stated Principal Balance (after application of the principal portion of all scheduled payments due in the month of substitution) of all the substitute Mortgage Loans in the month of substitution is less then the applicable Seller aggregate Stated Principal Balance (after application of the principal portion of the scheduled payment due in the month of substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such deficiencies described in the preceding sentence for any Remittance Date shall have such additional timebe deposited into the Custodial Account by the Company on the related Determination Date in the month following the calendar month during which the substitution occurred. It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, if anyrepurchase or substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute for a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as is reasonably determined set forth in Sections 10.01 and 11.01. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach provided or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement. In the event that the Seller has commenced curing or correcting such breach and any Mortgage Loan is diligently pursuing same. Each Seller hereby covenants and agrees held by a REMIC, notwithstanding any contrary provision of this Agreement, with respect to each any Mortgage Loan conveyed by it thatthat is not in default or as to which no default is imminent, if any breach relating thereto cannot no substitution pursuant to Subsection 3.03 shall be corrected or cured within made after the applicable cure period or such additional time, if any, REMIC's "start up day" (as is reasonably determined by the Purchaser, then such Seller shall, at the direction defined in Section 860G(a) (9) of the PurchaserCode), repurchase unless the Defective Mortgage Loan Company has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited transactions" of such REMIC (as defmed in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REIVIIC at the applicable Repurchase Priceany time.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of . Within 60 days from of the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a “Deleted Mortgage Loan”) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS® System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 and the obligation to repurchase pursuant to Section 3.04 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the PurchaserPurchaser for compliance with this Agreement. The Company shall pay all reasonable out-of-pocket costs and expenses incurred in connection with the repurchase of and substitution for a Deleted Mortgage Loan, then such Seller shall, at the direction or cure of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Pricea breach of a representation or warranty.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (in the case of any of the foregoing, a "Breach"), the party discovering such breach Breach shall give prompt written notice to the other. . Within sixty (360) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach Breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such Breach in all material respects (although, in connection with such a breach of Section 3.02(tt), the cure period shall be fifteen (15) days) and, if such Breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach within one hundred twenty (120) days of the related Closing Date, the Company shall, if the Breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than one hundred twenty (120) days after the related Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within sixty (60) days of the written notice of the Breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the Remittance Date immediately following the Principal Prepayment Period in which such repurchase takes place, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS System the removal of the Purchaser as beneficial holder with respect to the Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the Breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as upon (i) discovery of such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing Breach or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.1, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.3 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.4, for distribution to Purchaser on the Remittance Date for the month following the date of the repurchase, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.045.1. Notwithstanding the above paragraphs, within 60 days of the earlier of either discovery by, or notice to, the Company of any breach of the representations or warranties set forth in clauses (xlvi), (xxxviii), or (xliv) within which to correct or cure of Section 3.2, the Company shall repurchase such breachMortgage Loan at the Repurchase Price. If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company on behalf of the Purchaser and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Purchaser as the beneficial holder with respect to such Mortgage Loan. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loan. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. In addition to such repurchase obligation, the Company 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 Company's representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.3 to cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.3, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.1 and 3.2 shall accrue as to any Mortgage Loan upon the earliest of (i) discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. At the Closing (1) It as hereinafter defined), upon the terms and subject to the conditions of this Agreement, Seller will sell, transfer, convey, assign and deliver to the Company, and the Company will purchase, acquire and accept from Seller, the Seller Shares at the purchase price paid by the Company for each Share pursuant to the Tender Offer (the “Purchase Price”), in each case, in accordance with applicable law, free and clear of any and all liens. Notwithstanding the foregoing, if the Tender Offer is understood and agreed undersubscribed such that the representations number of Shares properly tendered and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the sale of the Mortgage Loans not properly withdrawn pursuant to the Purchaser Tender Offer is less than the Tender Offer Amount but at least 3,644,859 Shares are properly tendered and shall inure not properly withdrawn pursuant to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) Upon discovery by either of the Sellers or the Purchaser of a breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage LoanTender Offer, the party discovering such breach Base Seller Shares to be sold hereunder shall give prompt written notice be increased by the difference between (i) the Tender Offer Amount and (ii) the number of Shares properly tendered and not properly withdrawn pursuant to the other. Tender Offer (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"“Increase”); provided that "Defective Mortgage Loan" (x) the prior written consent of the Seller (the “Consent”) in its sole discretion shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which be required to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided extent that the Increase would cause Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatbeneficially own less than 33% of the outstanding Shares (on a fully diluted basis) immediately following the completion of the Closing (as defined below) and, on the business day immediately following the expiration date of the Tender Offer (or, if any breach relating thereto cannot be corrected or cured within the applicable cure period or request for such additional time, if any, as Consent is reasonably determined made earlier by the PurchaserCompany, then no more than two business days following such request), Seller shall, at shall either provide to the direction Company the Consent or advise the Company that it has determined not to provide the Consent and (y) in no event shall the Increase cause Seller to beneficially own less than 30% of the Purchaseroutstanding Shares (on a fully diluted basis) immediately following the completion of the Closing; and provided further that if the Company decides to exercise the Two Percent Upsize Option (as defined in the Offer to Purchase), repurchase Seller agrees to proportionally increase the Defective Mortgage Loan at number of Seller Shares, up to an additional 429,005 Seller Shares in the applicable Repurchase Priceevent the full Two Percent Upsize Option is exercised, so as to continue to beneficially own approximately 36% of the outstanding Shares immediately following the completion of the Closing.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections SECTIONS 3.01, 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) Upon discovery by either of the Sellers or the Purchaser of a breach of any of the representations and warranties contained in Sections SECTIONS 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section SECTION 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections SECTIONS 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage LoanDEFECTIVE MORTGAGE LOAN"; provided PROVIDED that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section SECTION 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Price. (4) Any repurchase of a Defective Mortgage Loan required hereunder shall be accomplished by payment of the applicable Repurchase Price within 3 Business Days of expiration of the applicable time period referred to above in paragraph 3.04(3) by wire transfer of immediately available funds directly to the Purchaser's Account. It is understood and agreed that the obligations of a Seller (a) set forth in this SECTION 3.04(4) to cure any breach of such Seller's representations and warranties contained in SECTION 3.03 or to repurchase the Defective Mortgage Loan(s) and (b) set forth in SECTION 9.01 to indemnify the Purchaser in connection with any breach of a Seller's representations and warranties contained in SECTION 3.03 shall constitute the sole remedies of the Purchaser respecting a breach of such representations and warranties. (5) The parties further agree that, in recognition of the Trust's rights against Cendant Mortgage with respect to the Mortgage Loans acquired by it from Cendant Mortgage and conveyed to the Purchaser hereunder, the Purchaser shall have the right to cause Cendant Mortgage to repurchase directly any Defective Mortgage Loan (other than as a result of a breach by the Trust of SECTION 3.03 (3) or 3.03(15) hereof, in which case the Purchaser shall have the right to cause the Trust to repurchase directly the Defective Mortgage Loan) acquired hereunder by the Purchaser from the Trust.

Repurchase. In the event Purchaser discovers that a breach of any representation or warranty contained in Sections 5 and 7 has occurred and such breach materially and adversely affects the value of the related Mortgage Loans and the interests of the Purchaser in such Mortgage Loans (a “Breach”), Purchaser may demand by providing written notice (the “Demand Notice”) to the Seller that Seller repurchase the affected Mortgage Loans from Purchaser. Such notice from the Purchaser shall be accompanied by sufficient documentation to enable the Seller to reasonably determine the validity of Purchaser’s assertion. Notwithstanding the foregoing, Seller shall have ninety (90) days to cure any Breach. This cure period will commence upon the date of Purchaser’s written notice to Seller of the related Breach. In the event a Breach is not cured within such ninety (90) day period, at Purchaser’s option, the affected Mortgage Loan shall be repurchased by the Seller; provided, however, that in no event shall the Seller have any obligation to repurchase any Mortgage Loan sold to the Purchaser hereunder if the related Demand Notice is not received within one (1) year following the related Closing Date. With respect to any representations and warranties made by the Seller (other than the second sentence of Section 5(d) herein), in the event that it is discovered that the circumstances with respect to the Mortgage Loan are not accurately reflected in such representation and warranty notwithstanding the lack of knowledge of Seller, then, notwithstanding that such representation and warranty is made “to Seller’s knowledge,” there shall be a breach of such representation and Seller shall cure such breach or repurchase the affected Mortgage Loan as provided in this Section 8. The repurchase price shall be equal to the sum of (i) the product of (a) the unpaid principal balance of the affected Mortgage Loan as of the repurchase date and (b) the Purchase Price Percentage plus (ii) for Mortgage Loans for which accrued interest was part of the Purchase Price, accrued interest on such Mortgage Loan from the last paid-through date to the date of repurchase (up to the amount of such interest paid by Purchaser as part of the Purchase Price), plus (iii) all unreimbursed Servicing Advances paid as part of the Purchase Price by the Purchaser (or its servicer), plus (iv) all Servicing Advances incurred by the Purchaser on such Mortgage Loan following the related Cut-off Date to the date of repurchase. Upon completion of any repurchase by Seller under this Agreement, the Purchaser and the Seller shall arrange for the reassignment of the repurchased Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Purchaser or its custodian relating to the repurchased Mortgage Loan. In the case of any lien for which an assignment from Seller to Purchaser has been recorded prior to repurchase, Purchaser shall, within thirty (30) calendar days of the repurchase, provide an executed assignment from Purchaser to Seller. It is understood and agreed that the representations and warranties obligations of Seller set forth in Sections 3.01, 3.02 and 3.03 shall survive this Section 8 constitute the sale of the Mortgage Loans sole remedy available to the Purchaser and shall inure with respect to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) Upon discovery by either of the Sellers or the Purchaser of a breach of any of the Seller’s representations and warranties contained in Sections 3.01herein. In no event shall either Seller or Purchaser be liable for any additional damages, 3.02 including, without limitation, consequential, punitive or 3.03 that materially and adversely affects the value of a Mortgage Loanexemplary damages, the party discovering such breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Pricebreach.

Repurchase. (1) A. It is understood and agreed that the representations (A) representations, warranties and warranties covenants set forth in Sections 3.01Section VI.A. and VI.B. (1), 3.02 (2), (3), and 3.03 (4), shall survive for a period of three (3) years following the sale Closing Date and (B) the remaining representations warranties and covenants set forth in Section VI.B shall survive for a period of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. two (2) Upon discovery by either years following the Closing Date. In the event of the Sellers or the Purchaser Seller's breach of a representation, warranty or covenant set forth in Section VI hereof, which breach of any of the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage Loan or Purchaser's liability with respect to such Loan (a "Material Breach"), Seller shall, at Purchaser's option, repurchase such Loan at a repurchase price (the "Repurchase Price") equal to an amount equal to (a) the Purchase Price paid by Purchaser for such Loan, together with all accrued and unpaid interest on such Loan at the party discovering related Interest Rate or default rate (if applicable) to but not including the date of repurchase, minus (b) all payments of principal received by, or on behalf of, Purchaser in connection with such breach Loan. Purchaser shall give prompt written promptly notify Seller of a Material Breach, with such notice to be given in writing not more than thirty (30) days after Purchaser gains knowledge of such Material Breach (the other"Breach Notice"). Any repurchase of a Loan or Loans pursuant to the foregoing provisions of this Section VII shall occur on a date designated by Purchaser (which in any event shall not be later than thirty (30) days following delivery of the Breach Notice) and shall be accomplished by wire transfer of immediately available federal funds on the repurchase date to an account designated by Purchaser. Seller and Purchaser acknowledge that time is of the essence with respect to the timing of such notice and repurchase date. Purchaser shall release its interest in the Loan promptly upon its receipt of the Repurchase Price and shall immediately execute all transfer and assignment documents, in each case without recourse, representation or warranty of any kind, necessary to effect the reconveyance of such Loan to Seller, which documents shall be prepared by Seller at its expense and shall be reasonably acceptable to Purchaser. Notwithstanding the fact that a representation, warranty or covenant contained in Section VI hereof may be limited to Seller's knowledge, such limitation shall not relieve the Seller of its repurchase obligation under this Section VII. Except as described below, if Purchaser renews a Loan or consents to a material modification of the terms of the Loan or the related Collateral for such Loan (other than a renewal or modification approved by Seller prior to the Closing Date), the Seller thereafter will have no liability or obligation to Purchaser to pay the Repurchase Price with respect to any Material Breach (other than a Material Breach arising due to a breach of Section VI.B (8) or (23)); provided, that Seller shall cooperate in all reasonable respects and in a timely manner with Purchaser to cure such Material Breach. However, notwithstanding the foregoing, the parties acknowledge that for the purposes of this Section VII: any renewal of a Loan within six months following the Closing Date shall not constitute a renewal of the Loan, provided (i) the amount of the Loan is not increased and (ii) there is no modification of the terms of the Loan or the related Collateral for such loan. A modification or amendment solely limited to a rate adjustment shall not constitute a Loan Renewal. (3) Unless permitted B. Except as provided in Section XII hereof, the obligations of Seller to repurchase any Loan as contemplated by Section VII.A hereof, constitutes the exclusive remedy of Purchaser with respect to any breach of a greater period of time to cure as representation, warranty or covenant set forth in Section 2.04VI.B hereof. If Seller repurchases any Loan pursuant to this Section VII, the applicable Seller shall have a period of 60 days from the earlier of either discovery Purchaser, following receipt by or receipt of written notice from the Purchaser to the Seller of any breach of any of the representations and warranties contained in Sections 3.01Repurchase Price therefore, 3.02 promptly will deliver or 3.03 that materially and adversely affects the value of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected cause to be cured within the 60-day perioddelivered to Seller, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees all Loan Documents with respect to each Mortgage such Loan conveyed endorsed (without recourse and without representation or warranty of any kind) and assigned to Seller and all Loan Documents. Purchaser agrees to pay to Seller, within two (2) Business Days after receipt thereof, any Loan payments received by it that, if any breach relating thereto cannot be corrected or cured within Purchaser after the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Pricedate.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or that materially and adversely affects the interests of 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 ninety (390) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from after the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 90 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than one hundred twenty (120) days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days after the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage Loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 3.01this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, 3.02 substitute for or 3.03 that materially and adversely affects the value of repurchase a defective Mortgage Loan (and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall also include accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Seller, GMACM or the Purchaser of a breach of any of the representations and warranties contained made by the applicable Seller or GMACM, or upon the occurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to the other. other parties. If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the knowledge of the applicable Seller or GMACM. Following discovery or receipt of notice of any such breach of a representation or warranty made by Witmer or GMACM or the oc▇▇▇▇▇▇ce of a Repurchase Event, GMACM or Witmer, as applicable, s▇▇▇▇ ▇ither (3i) Unless permitted cure such breach in all material respects within 90 days from the date such Person was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price within 90 days from the date such Person was notified of such breach; provided, however, that GMACM or Witmer, as applicable, s▇▇▇▇ ▇ave the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the applicable Seller or GMACM, as the case may be, of such breach, all Mortgage Loans affected by the breach shall, at the option of the Purchaser, be repurchased by such Seller or GMACM, as applicable, at the Purchase Price or substituted for in accordance with this Section 7.03. If GMACM or Witmer elects to substit▇▇▇ ▇ Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, such Person shall deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 6, and such Seller or GMACM, as applicable, shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 6. No substitution will be made in any breach calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of any substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to such Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter such Seller or GMACM, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, such Seller and GMACM shall be deemed to have made the representations and warranties contained in Sections 3.01this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing, 3.02 if GMACM or 3.03 the Seller that materially and adversely affects the value of repurchases or substitutes a Mortgage Loan (is no longer a "Defective member of MERS and the Mortgage Loan"; provided that "Defective is registered on the MERS(R) System, the Purchaser, at the expense of GMACM and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage Loan" in recordable form to transfer the Mortgage from MERS to GMACM or the applicable Seller and shall also include any cause such Mortgage Loan treated or designated as such to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. In the event of a repurchase by either Seller or GMACM pursuant to this Section 2.047.03, the Purchaser shall (i) within which to correct forward or cure such breach. If such breach can ultimately be cured but is not reasonably expected cause to be cured within forwarded the 60-day periodMortgage File for the related Mortgage Loan to such Seller or GMACM, then as the applicable case may be, which shall include the Mortgage Note endorsed without recourse to such Seller shall have or its designee, (ii) cause the Servicer to release to such additional timeSeller or GMACM, as the case may be, any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) forward or cause to be forwarded an assignment in favor of such Seller or GMACM, as the case may be, or its designee of the Mortgage in recordable form and acceptable to such Seller or GMACM, as the case may be, in form and substance and such other documents or instruments of transfer or assignment as may be necessary to vest in Witmer or GMACM, as the c▇▇▇ ▇▇y be, or its respective designee title to any such Mortgage Loan (or with respect to any Mortgage registered on the MERS(R) System, if anysuch Seller or GMACM, as the case may be, is reasonably determined still a member of MERS, the Purchaser shall cause MERS to show such Seller or GMACM, as the case may be, as the owner of record). The Purchaser shall cause the related Mortgage File to be forwarded to such Seller or GMACM, as the case may be, immediately after receipt of the related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of each Seller or GMACM, as the case may be, to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage Files or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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 ninety (390) Unless permitted a greater period days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the related Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective Deleted Mortgage Loan"; ) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the related Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within ninety (90) days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS(R) System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as such in accordance with Section 2.04upon (i) within which to correct or cure such breach. If discovery of such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed as specified above, and (iii) demand upon the Company by it thatthe Purchaser for compliance with this Agreement. In the event a Mortgage Loan pays off in full on or before the related Closing Date, the Company must repay the Purchaser the difference between the Unpaid Principal Balance of such Mortgage Loan as of the date of pay off and the Unpaid Principal Balance multiplied by the purchase price percentage adjusted, if any breach relating thereto cannot be corrected or cured within necessary in accordance with the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCommitment Letter.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the applicable Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Custodial Mortgage File or Retained Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (in the case of any of the foregoing, a “Breach”), the party discovering such breach Breach shall give prompt written notice to the other. (3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of . Within 60 days from of the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach Breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such Breach in all material respects (although, in connection with such a breach of Section 3.02(vv), the cure period shall be fifteen (15) days) and, if such Breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach within 120 days of the Closing Date, the Company shall, if the Breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Defective “Deleted Mortgage Loan"; ”) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that "Defective any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan" , it shall also repurchase the deficient Mortgage Loan within 60 days of the written notice of the Breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution. At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee 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 shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan. For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall. In addition to such repurchase or substitution obligation, the Company 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 Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties. Any cause of action against the Company relating to or arising out of the Breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan treated or designated as upon (i) discovery of such in accordance with Section 2.04) within which to correct or cure such breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the applicable Seller shall have such additional time, if any, as is reasonably determined Breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing Breach or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Seller or the Purchaser of a breach of any of the representations and warranties contained made by the Seller, or upon the occurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to each of the other. other parties. If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the knowledge of the Seller. Following discovery or receipt of notice of any such breach of a representation or warranty made by the Seller or the occurrence of a Repurchase Event, the Seller shall either (3i) Unless permitted cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price within 90 days from the date the Seller was notified of such breach; provided, however, that the Seller shall have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt notice to the Seller, of written notice from such breach, all Mortgage Loans affected by the Purchaser breach shall, at the option of the Purchaser, be repurchased by the Seller at the Purchase Price or substituted in accordance with this Section 7.03. If the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, the Seller shall deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 6, and the Seller shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 6. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Distribution Date. For the month of any breach substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of any such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made the representations and warranties contained in Sections 3.01this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing, 3.02 if the Seller repurchases or 3.03 that materially and adversely affects the value of substitutes a Mortgage Loan (and is no longer a "Defective member of MERS and the Mortgage Loan"; provided that "Defective is registered on the MERS(R) System, the Purchaser, at the expense of the Seller and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage Loan" in recordable form to transfer the Mortgage from MERS to the Seller and shall also include any cause such Mortgage Loan treated or designated as such to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. In the event of a repurchase by the Seller pursuant to this Section 2.047.03, the Purchaser shall (i) within which to correct forward or cure such breach. If such breach can ultimately be cured but is not reasonably expected cause to be cured within forwarded the 60-day periodMortgage File for the related Mortgage Loan to the Seller which shall include the Mortgage Note endorsed without recourse to the Seller or its designee, then (ii) cause the applicable Servicer to release to the Seller shall have any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) forward or cause to be forwarded an assignment in favor of the Seller or its designee of the Mortgage in recordable form and acceptable to the Seller, in form and substance and such additional timeother documents or instruments of transfer or assignment as may be necessary to vest in the Seller or its respective designee title to any such Mortgage Loan (or with respect to any Mortgage registered on the MERS(R) System, if anythe Seller is still a member of MERS, the Purchaser shall cause MERS to show the Seller as is reasonably determined the owner of record). The Purchaser shall cause the related Mortgage File to be forwarded to the Seller immediately after receipt of the related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of the Seller to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 7.01 and 3.03 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of any Mortgage File. (2) . Upon discovery by either of the Sellers Seller or the Purchaser of a breach of any of the representations and warranties contained made by the Seller, or upon the occurrence of a Repurchase Event, in Sections 3.01, 3.02 or 3.03 that either case which materially and adversely affects interests of the value of a Purchaser or its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall give prompt written notice to each of the other. other parties. If the substance of any representation or warranty has been breached, the repurchase obligation set forth in the provisions of this Section 7.03 shall apply notwithstanding any qualification as to the knowledge of the Seller. Following discovery or receipt of notice of any such breach of a representation or warranty made by the Seller or the occurrence of a Repurchase Event, the Seller shall either (3i) Unless permitted cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) repurchase such Mortgage Loan at the related Purchase Price within 90 days from the date the Seller was notified of such breach; provided, however, that the Seller shall have the option to substitute a greater period Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; and provided further that if the breach or occurrence would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of time to cure as the Code, any such cure, repurchase or substitution must occur within 90 days from the earlier of the date the breach was discovered or receipt of notice of any such breach. In the event that any such breach shall involve any representation or warranty set forth in Section 2.047.01 or those relating to the Mortgage Loans or a portion thereof in the aggregate, the applicable Seller shall have a period and such breach cannot be cured within ninety days of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any such breach, all Mortgage Loans affected by the breach shall, at the option of the Purchaser, be repurchased by the Seller at the Purchase Price or substituted for in accordance with this Section 7.03. Notwithstanding anything to the contrary herein, upon discovery by either Seller or GMACM or upon notice from the Purchaser, GMACM, the Servicer, the Trustee or the Custodian, as applicable, of a breach of a Seller's representations or warranties in paragraph (s), but only in so far as it relates to damage caused by Hurricane Katrina, Hurricane Rita and Hurricane Wilma, all of which struck ▇▇▇ ▇▇▇theast portio▇ ▇▇ the United Sta▇▇▇ ▇n August, September and October of 2005, the Seller, shall, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty, within 90 days after the earlier of its discovery or receipt of notice thereof, either (i) cure such breach in all material respects or (ii)(A) repurchase such Mortgage Loan from the Trust Fund at the Purchase Price, or (B) substitute one or more Qualified Substitute Loans for such Mortgage Loan, in each case in the manner and subject to the conditions set forth below. If the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, the Seller shall deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 6, and the Seller shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 6, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 6. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made the representations and warranties contained in Sections 3.01this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing, 3.02 if the Seller repurchases or 3.03 that materially and adversely affects the value of substitutes a Mortgage Loan (and is no longer a "Defective member of MERS and the Mortgage Loan"; provided that "Defective is registered on the MERS(R) System, the Purchaser, at the expense of the Seller and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage Loan" in recordable form to transfer the Mortgage from MERS to the Seller and shall also include any cause such Mortgage Loan treated or designated as such to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. In the event of a repurchase by the Seller pursuant to this Section 2.047.03, the Purchaser shall (i) within which to correct forward or cure such breach. If such breach can ultimately be cured but is not reasonably expected cause to be cured within forwarded the 60-day periodMortgage File for the related Mortgage Loan to the Seller, then which shall include the applicable Mortgage Note endorsed without recourse to the Seller shall have or its designee, (ii) cause the Servicer to release to the Seller any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) an assignment in favor of the Seller or its designee of the Mortgage in recordable form and acceptable to the Seller in form and substance and such additional timeother documents or instruments of transfer or assignment as may be necessary to vest in the Seller or its respective designee title to any such Mortgage Loan (or with respect to any Mortgage registered on the MERS(R) System, if anythe Seller is still a member of MERS, the Purchaser shall cause MERS to show the Seller as is reasonably determined the owner of record). The Purchaser shall cause the related Mortgage File to be forwarded to Seller immediately after receipt of the related Purchase Price by wire transfer of immediately available funds to an account specified by the Purchaser Purchaser. It is understood and agreed that the obligation of the Seller to cure such breach provided that or purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the Seller has commenced curing or correcting sole remedy respecting such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect available to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected the Purchaser or cured within the applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the direction Trustee on behalf of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PriceCertificateholders.

Repurchase. (1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of or failure to examine any Mortgage File. (2) . Upon discovery by either of the Sellers Company or the Purchaser of a breach of any of the foregoing representations and warranties contained in Sections 3.01, 3.02 or 3.03 that which 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 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. (3) Unless permitted a greater period . Within 90 days of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of 60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller Company of any breach of any of the representations and warranties contained in Sections 3.01, 3.02 a representation or 3.03 that warranty which materially and adversely affects the value of the Mortgage Loans, (i) the Company shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan (a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" or Loans pursuant to the foregoing provisions of this Section 3.03 shall also include be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price as required in Section 4.04, for distribution to Purchaser on the Remittance Date for the month following the date of the repurchase, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan treated or designated as such Loans and being held in the Custodial Account for future distribution for application in accordance with Section 2.045.01. At the time of repurchase, the Purchaser and the Company shall arrange for the reassignment of the repurchased Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the repurchased Mortgage Loan. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. In addition to such repurchase obligation, the Company 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 reasonable costs and expenses (excluding, however, punitive damages, loss of profit damages and exemplary damages) within which resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Company's representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to correct cure or cure such breachrepurchase a defective Mortgage Loan, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. If Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon the earliest of (i) discovery of such breach can ultimately be cured but is not reasonably expected to be cured within by the 60-day period, then Company or the applicable Seller shall have such additional time, if any, as is reasonably determined Purchaser or notice thereof by the Purchaser to the Company, (ii) failures by the Company to cure such breach provided that the Seller has commenced curing or correcting repurchase such breach and is diligently pursuing same. Each Seller hereby covenants and agrees with respect to each Mortgage Loan conveyed by it thatas specified above, if any breach relating thereto cannot be corrected or cured within and (iii) demand upon the applicable cure period or such additional time, if any, as is reasonably determined Company by the Purchaser, then such Seller shall, at the direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase PricePurchaser for compliance with this Agreement.