Common use of Seller’s Breach Clause in Contracts

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the breach), the parties discovering or receiving notice of such defect or breach shall notify the Securities AdministratorTrustee. Upon discovering or receipt of notice of such breach, the Securities Administrator Trustee shall promptly request that such Seller cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator Trustee shall first proceed against such Servicer. If such the Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, Trustee shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities AdministratorTrustee. Upon discovering or receipt of notice of such breach, the Securities Administrator Trustee shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator Trustee shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities AdministratorTrustee, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach), the Securities Administrator Trustee shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator Trustee shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities AdministratorTrustee, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the breach), the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such the Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, Administrator shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the breach), the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such the Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, Administrator shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery If Seller (1) fails to sell the Property to Buyer in accordance with this Agreement for any reason other than Buyer's material default, failure of a condition to Seller's obligation to close, or Seller's or Buyer's permitted termination of this Agreement as expressly provided in this Agreement, or (2) breaches this Agreement, including, without limitation, a breach of any representation or warranty of Seller set forth herein, then Buyer may, at Buyer’s sole option, either: (i) by a Responsible Officer written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable and actually incurred out-of-pocket and third-party property diligence expenses not to exceed Fifty Thousand Dollars ($50,000.00) and, except as otherwise provided in this Agreement, neither of the Master Servicer, Parties shall have any further liability or obligation hereunder; (ii) extend the Securities Administrator date scheduled for XXX for such reasonable period of time as may be required to permit Seller to cure or remedy such breach (provided such period of time shall not exceed thirty (30) days unless such greater period of time is agreed to in writing by Seller); or (iii) to enforce specific performance of Seller's obligation to execute and deliver the Trustee or notice documents required to convey the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document Property to Buyer in accordance with this Agreement (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood provided that any such defect action, suit or breach shall proceeding brought by Buyer against Seller for specific performance must be deemed to have materially commenced and adversely affected served, if at all, in accordance with Section 22 hereof on or before the value date which is six (6) months after the scheduled date of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach XXX otherwise in effect hereunder and, if not commenced and served on or before such Seller does not cure date, such defect action, suit or breach in all material respects by the end proceeding thereafter shall be void and of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation no force or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loaneffect). Notwithstanding the foregoing, howeverif specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act or intentional omission, if Buyer shall be entitled to pursue all rights and remedies available at law or in equity. Seller hereby acknowledges and agrees that, except as otherwise expressly set forth in this Agreement, the provisions of this Section 20(a) shall not limit any rights or remedies Buyer may have against Seller after XXX for any misrepresentation, breach of a representation warranty or warranty default by Seller in any of its obligations under this Agreement, the Servicer Transfer Documents or of a Seller is a Qualification Defectany other documents to be entered into pursuant to this Agreement. Buyer further agrees, a cure or purchase must take place within 75 days as part of the Defect Discovery Dateconsideration for Seller entering into this Agreement, that Buyer will not, except in connection with an action under clause (iii) above, place or attempt to place a lis pendens on the Land or Improvements or any part thereof; any violation of this covenant shall constitute a Buyer default hereunder, and Seller may cause any such lis pendens to be cancelled of record as a matter of right in addition to its other rights and remedies.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator Servicer or the Trustee or notice to the Master Servicer, the Securities Administrator Servicer or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach), the Securities Administrator Trustee shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator Trustee shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities AdministratorTrustee, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery If Seller defaults under this Agreement, the default is discovered prior to Closing by a Responsible Officer Purchaser and Purchaser proceeds to close the transactions contemplated hereunder, Purchaser shall have waived any and all rights and remedies resulting from Seller’s default. If Seller materially defaults under this Agreement and the Closing and the consummation of the Master Servicertransactions contemplated herein does not occur as a result thereof, Purchaser may, as Purchaser's sole and exclusive remedy, terminate this Agreement and be entitled to return of the Securities Administrator or Deposit and reimbursement of Purchaser's actual third-party fees, costs and expenses incurred in connection with the Trustee or notice transactions contemplated hereunder (which reimbursement, in any event, shall not exceed Seven Thousand Five Hundred and No/100 Dollars ($7,500)) (the "Expenses"). Notwithstanding anything herein to the Master Servicercontrary, if the Securities Administrator or Closing and the Trustee consummation of the transactions herein contemplated do not occur by reason of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan Filesuch material default by Seller, or Purchaser elects not to proceed to Closing as a result of any such material breach by any Seller of any representationSeller, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach then Purchaser shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale elected to terminate this Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement pursuant to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then clause (i) hereinabove if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before twenty (20) days following the Securities Administratorscheduled Closing Date or, shall enforce having given such notice, fails to file a lawsuit asserting such claim or cause of action with the obligations of Court within two (2) months following the Seller scheduled Closing Date. Under no circumstances whatsoever may Purchaser recover any consequential, exemplary, special, indirect, incidental, or punitive damages resulting from Seller’s defaults under the related Sale this Agreement and Purchaser hereby expressly waives any claim or right to cure such breach or to purchase the Mortgage Loan from the Trustdo so. PURCHASER AND SELLER HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT PURCHASER WOULD SUFFER IN THE EVENT THAT SELLER DEFAULTS (AND ELECTS TO TERMINATE THIS AGREEMENT) IS AND SHALL BE, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage LoanAN AMOUNT EQUAL TO THE EXPENSES. Notwithstanding the foregoingSAID AMOUNT SHALL BE THE FULL, howeverAGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY SELLER, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification DefectALL OTHER CLAIMS TO DAMAGES BEING HEREIN EXPRESSLY WAIVED BY PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, a cure or purchase must take place within 75 days of the Defect Discovery Date.BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PURCHASER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 6.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. PURCHASER'S INITIALS SELLER'S INITIALS

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach), the Securities Administrator Trustee shall promptly request that such Seller cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s 's obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any the Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator Trustee shall first proceed against such the Servicer. If such the Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, Trustee shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the TrustTrustee, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the breach), the parties discovering or receiving notice of such defect or breach shall notify the Securities AdministratorTrustee. Upon discovering or receipt of notice of such breach, the Securities Administrator Trustee shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator Trustee shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities AdministratorTrustee, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery If Seller breaches this Agreement (including, without limitation, a breach of any representation or warranty of Seller set forth herein and/or the failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that are solely within Seller’s control) and fails to cure such breach within five (5) business days after receipt of notice thereof from Buyer, Buyer may, at Buyer’s sole option, either: (i) by a Responsible Officer written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable out-of-pocket and third-party property diligence expenses and, except as otherwise provided in this Agreement, neither of the Master ServicerParties shall have any further liability or obligation hereunder; (ii) extend the date scheduled for XXX for such reasonable period of time as may be required to permit Seller to cure or remedy such breach (provided such period of time shall not exceed thirty (30) days unless such greater period of time is agreed to in writing by Seller); or (iii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary, the Securities Administrator or the Trustee or notice Buyer hereby waiving any right to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (seek damages against Seller except as described set forth in the related Sale Agreement) in following sentence. Notwithstanding the foregoing, if specific performance is unavailable as a Trustee Mortgage Loan Fileremedy to Buyer because of Seller’s affirmative act or intentional omission, or if specific performance is not a commercially reasonable available remedy because Buyer’s commitments from its lenders (if any) have expired or are likely to expire before such an action can be prosecuted to conclusion and Seller’s default is a result of any breach by any Seller of any representationSeller’s affirmative act or intentional omission, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach Buyer shall be deemed entitled to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss pursue Seller for actual damages incurred as a result of such defect or breach),the parties discovering or receiving notice default, such amount not to exceed the amount of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects any reasonable loan commitment fee paid by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect Buyer to such Mortgage Loan. Notwithstanding lenders, plus the foregoingreasonable, however, if any breach of a representation or warranty out-of-pocket and third party expenses incurred by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery DateBuyer.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the breach), the parties discovering or receiving notice of such defect or breach shall notify the applicable parties (including, without limitation, the Depositor, the Securities Administrator, the Trustee and the applicable responsible party) in writing of such defect or breach of representation, warranty or covenant. Upon discovering or receipt of written notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach. Upon discovery by a Responsible Officer of the Securities Administrator of a breach andof a representation or warranty, if the Securities Administrator shall provide to the Trustee and the Depositor written notice of each Mortgage Loan in breach of a representation or warranty (i) for which cure, repurchase or substitution has been requested and (ii) for which cure, repurchase or substitution has been requested, but which has not been satisfactorily cured, repurchased or substituted for within the cure period specified in such Sale Agreement. If such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, the Securities Administrator shall enforce notify the Depositor in writing of such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trusteefailure. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, upon receipt of notice in accordance with Section 2.03, the Securities Administrator Trustee shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities AdministratorTrustee, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery by If Seller breaches this Agreement in any material respect, and such breach continues for a Responsible Officer period of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document fifteen (as described in the related Sale Agreement15) in a Trustee Mortgage Loan File, or of any breach by any days after Buyer notifies Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Buyer may, as Buyer’s sole remedy, by written notice to Seller cure such breach andand Escrow Agent, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale cancel this Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then whereupon (i) the Securities AdministratorXxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer, (ii) Seller shall enforce pay to Buyer the obligations sum of $185,000 as Buyer’s agreed and total liquidated damages, Seller and Buyer hereby acknowledging and agreeing that it would be difficult or impossible to determine Buyer’s exact damages, (iii) Seller shall promptly pay to Buyer the sum of up to $25,000 for each Property to reimburse Buyer for its out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with this Agreement subject to Buyer providing reasonable documentation to Seller under the related Sale Agreement to cure of such breach or to purchase the Mortgage Loan from the Trustcosts and expenses, and (iiiv) such Seller shall succeed to the rights except as otherwise provided in this Agreement, neither of the Securities Administrator to enforce the obligations of the Servicer to cure such breach Parties shall have any further liability or repurchase such Mortgage Loan under the Servicing Agreement obligation hereunder. Buyer waives all other rights and remedies it may have at law or in equity against Seller with respect to such Mortgage Loan. Notwithstanding breach; provided, however that Seller hereby acknowledges and agrees, (A) in the foregoingevent that Buyer does not cancel this Agreement pursuant to this Section 20(a) and purchases the Properties, howeverthat the provisions of this Section 20(a) shall not limit any rights or remedies that Buyer may have against Seller after XXX pursuant to Section 13(c), if any breach and (B) the provisions of a representation this Section 20(a) shall not limit the rights or warranty by remedies that Buyer may have against Seller pursuant to the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Dateindemnification under Section 16.

Seller’s Breach. Upon discovery by If Seller breaches this Agreement, including, without limitation, a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee breach of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under of Seller set forth herein and/or the related Servicing failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that are within Seller’s control, Buyer may, at Buyer’s sole option, either: (i) by written notice to Seller and Escrow Agent, cancel this Agreement that is substantially identical whereupon the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to a representation or warranty breached by a SellerBuyer, the Securities Administrator Seller shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period promptly reimburse to Buyer its reasonable out-of-pocket and third-party property diligence expenses and, except as otherwise provided in the related Servicing this Agreement) after notification , neither of the breachParties shall have any further liability or obligation hereunder; or, either take steps (ii) extend the date scheduled for XXX for such reasonable period of time as may be required to permit Seller to cure or remedy such breach (which may be evidenced by a certificate asking for an extension provided such period of time shall not exceed thirty (30) days unless such greater period of time is agreed to in writing by Seller); or (iii) seek specific performance against Seller (including the recovery of all court costs and reasonable attorney fee ) in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, event XXX shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loanbe automatically extended as necessary. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act or intentional omission, Buyer shall be entitled to pursue all rights and remedies available at law or in equity; provided however, if Seller shall not be liable to Buyer for any punitive or speculative damages .and in no event shall Buyer be entitled to a recovery or claim against Seller for actual or consequential damages in excess of an amount equal to One Hundred Thousand and No/100 Dollars ($100,000) (in addition to the return of the Xxxxxxx Money Deposit). Seller hereby acknowledges and agrees that the provisions of this Section 22(a) shall not limit any rights or remedies Buyer may have against Seller after COB for any misrepresentation, breach of a representation warranty or warranty default by Seller in any of its obligations under this Agreement, the Servicer Transfer Documents or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Dateany other documents to be entered into pursuant to this Agreement.

Seller’s Breach. Upon discovery If Seller breaches this Agreement, including, without limitation, a breach of any representation or warranty of Seller set forth herein and/or the failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that is within Seller’s control, Buyer may, at Buyer’s sole option, either: (i) by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or written notice to Seller and Escrow Agent, cancel this Agreement with respect to the Master Servicer, Property that is the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice subject of such breach, whereupon the Securities Administrator Xxxxxxx Money Deposit allocated to such Property shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement reimburse to Buyer its reasonable out-of-pocket and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement third-party property diligence expenses incurred with respect to such Mortgage LoanProperty and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder with respect to such Property, (ii) by written notice to Seller and Escrow Agent, cancel this Agreement in its entirety whereupon the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable out-of-pocket and third-party property diligence expenses and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder, or (iii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary. Notwithstanding the foregoing, howeverif specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act or intentional omission, if Buyer shall be entitled to pursue all rights and remedies available at law or in equity. Seller hereby acknowledges and agrees that the provisions of this Section 20(a) shall not limit any rights or remedies Buyer may have against Seller after XXX pursuant to the indemnification under Section 16 or for any misrepresentation, breach of a representation warranty or warranty default by Seller in any of its obligations under this Agreement, the Servicer Transfer Documents or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Dateany other documents to be entered into pursuant to this Agreement.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale and Servicing Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale and Servicing Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the breach), the parties discovering or receiving notice of such defect or breach shall notify the applicable parties (including, without limitation, the Depositor, the Securities Administrator, the Trustee, the Company and the applicable responsible party) in writing of the specific defect or breach of representation, warranty or covenant. Upon discovering or receipt of written notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach. Upon discovery by a Responsible Officer of the Securities Administrator of a breach andof a representation and warranty, if the Securities Administrator shall provide to the Trustee and the Depositor written notice of each Mortgage Loan in breach of a representation or warranty (i) for which cure, repurchase or substitution has been requested and (ii) for which cure, repurchase or substitution has been requested, but which has not been satisfactorily cured, repurchased or substituted for within the cure period specified in such Sale Agreement. If such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such the Sale and Servicing Agreement and any extension of the cure period granted as permitted by such the Sale and Servicing Agreement, the Securities Administrator shall enforce notify the Depositor in writing of such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trusteefailure. In the event any the Servicer has breached a representation or warranty under the related Sale and Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, upon receipt of notice in accordance with Section 2.03, the Securities Administrator Trustee shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Sale and Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities AdministratorTrustee, shall enforce the obligations of the Seller under the related Sale and Servicing Agreement to cure cure, repurchase or substitute for such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Sale and Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery If Seller breaches this Agreement, including, without limitation, a breach of any representation or warranty of Seller set forth herein and/or the failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that is within Seller’s control, Buyer may, at Buyer’s sole option, either: (i) by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or written notice to Seller and Escrow Agent, cancel this Agreement with respect to the Master Servicer, Property that is the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice subject of such breach, whereupon the Securities Administrator Xxxxxxx Money Deposit allocated to such Property shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement reimburse to Buyer its reasonable out-of-pocket and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement third-party property diligence expenses incurred with respect to such Mortgage LoanProperty (provided, however, such reimbursement obligation shall not exceed $25,000.00) and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder with respect to such Property, (ii) by written notice to Seller and Escrow Agent, cancel this Agreement in its entirety whereupon the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable out-of-pocket and third-party property diligence expenses (provided, however, such reimbursement obligation shall not exceed $50,000.00) and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder, or (iii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary. Notwithstanding the foregoing, howeverif specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act or intentional omission, if Buyer shall be entitled to pursue all rights and remedies available at law or in equity. Seller hereby acknowledges and agrees that the provisions of this Section 20(a) shall not limit any rights or remedies Buyer may have against Seller after XXX pursuant to the indemnification under Section 16 or for any misrepresentation, breach of a representation warranty or warranty default by Seller in any of its obligations under this Agreement, the Servicer Transfer Documents or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Dateany other documents to be entered into pursuant to this Agreement.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the breach), the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s 's obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such the Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, Administrator shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach), the Securities Administrator Trustee shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s 's obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator Trustee shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities AdministratorTrustee, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery If Seller breaches this Agreement, including, without limitation, a breach of any representation or warranty of Seller set forth herein and/or the failure of Seller to satisfy any conditions precedent to XXX specified in Section 12 above that is within Seller’s control, Buyer may, at Buyer’s sole option, either: (i) by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or written notice to Seller and Escrow Agent, cancel this Agreement with respect to the Master Servicer, Property that is the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice subject of such breach, whereupon the Securities Administrator Xxxxxxx Money Deposit allocated to such Property shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement reimburse to Buyer its reasonable out-of-pocket and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement third-party property diligence expenses incurred with respect to such Mortgage LoanProperty up to a maximum amount of $50,000 per Property, and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder with respect to such Property, (ii) by written notice to Seller and Escrow Agent, cancel this Agreement in its entirety whereupon the Xxxxxxx Money Deposit shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable out-of-pocket and third-party property diligence expenses up to a maximum amount of $100,000 and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder, or (iii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary. Notwithstanding the foregoing, howeverif specific performance is unavailable as a remedy to Buyer because of Seller’s willful misconduct or intentional omission, if Buyer shall be entitled to pursue all rights and remedies available at law or in equity. Seller hereby acknowledges and agrees that the provisions of this Section 20(a) shall not limit any rights or remedies Buyer may have against Seller after XXX pursuant to the indemnification under Section 16 or for any misrepresentation, breach of a representation warranty or warranty default by Seller in any of its obligations under this Agreement, the Servicer Transfer Documents or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Dateany other documents to be entered into pursuant to this Agreement arising after XXX.

Seller’s Breach. Upon discovery If Closing does not occur for any reason other than those specified in Section 11.2 A above, then upon termination of this Agreement Seller shall promptly return the Letter of Credit to Buyer (without having drawn any amounts thereunder) along with such additional documentation reasonably requested by a Responsible Officer Buyer in order to have the Letter of Credit cancelled by the Master Servicerissuer thereof. Furthermore, if Closing does not occur because Seller wrongfully fails to tender performance at Closing (including, without limitation, failure to deliver the Securities Administrator releases required under Section 12.3 K (whether or not the Trustee condition to closing in Section 10.2 D has been waived)) or notice otherwise breaches this Agreement prior to the Master ServicerClosing, the Securities Administrator or the Trustee and Buyer is ready to close, Buyer may pursue specific performance, and in any event Buyer shall have all other remedies available to it for Seller’s wrongful failure to close hereunder. In addition, Seller shall pay to Buyer, within five (5) days of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan Filesuch termination, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed an amount equal to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach andBuyer’s Hedge Loss, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreementany. As used herein, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) “Buyer’s Hedge Loss” shall mean the Securities Administratornet Xxxx to Market Amount, shall enforce the obligations if any, that would be owed by Buyer and its affiliates to their hedge counterparties if all of the Seller under Xxxxxx were settled as of the related Sale close of trading on the day after the day on which this Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, is terminated and (ii) “Xxxx to Market Amount” means the average closeout amounts quoted by three (3) nationally recognized commodities traders selected by Seller based on the closing settlement prices of the Xxxxxx as of the close of trading on the day after the day on which this Agreement is terminated. If, prior to the date that Seller is obligated to pay Buyer’s Hedge Loss, any Hedge is novated to Seller and Buyer and its affiliates are released from all liability in respect of such Hedge, then Seller’s obligation to pay the Buyer’s Hedge Loss in respect of such Hedge shall be deemed satisfied. Seller acknowledges that any such novation and release will be subject to the discretion of the applicable hedge counterparty. Seller shall succeed to pay all fees, costs and expenses associated with the rights novation of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery DateHedge as contemplated hereby.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the breach), the parties discovering or receiving notice of such defect or breach shall notify the Securities AdministratorTrustee. Upon discovering or receipt of notice of such breach, the Securities Administrator Trustee shall promptly request that such Seller cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator Trustee shall first proceed against such Servicer. If such the Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, Trustee shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities AdministratorTrustee. Upon discovering or receipt of notice of such breach, the Securities Administrator Trustee shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s 's obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator Trustee shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities AdministratorTrustee, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator Trustee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.