Common use of Residual Interest Clause in Contracts

Residual Interest. The Trustee shall review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. Upon The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the applicable Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Seller’s obligationMortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, pursuant the Master Servicer shall cause MERS to Section 2.3 execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but Company or its assignee and shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Residual Interest. The Trustee shall review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Custodian Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. Upon The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the applicable Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Seller’s obligationMortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, pursuant the Master Servicer shall cause MERS to Section 2.3 execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but Company or its assignee and shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Residual Interest. The Trustee shall agrees to review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Residual Interest. The Trustee shall review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC IIIII, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. Upon The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany or the Company’s designee the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the applicable Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Seller’s obligationMortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, pursuant the Servicer shall cause MERS to Section 2.3 execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but Company or its assignee and shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. Upon The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany or the Company’s designee the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the applicable Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Seller’s obligationMortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, pursuant the Servicer shall cause MERS to Section 2.3 execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but Company or its assignee and shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Residual Interest. The On each Distribution Date, the Trustee shall review (or cause any duly appointed paying agent) (i) shall withdraw from the Initial Custodian Certificate Account the Certificate Insurer Premium payable on such Distribution Date pursuant to reviewSection 3.21(d) each Mortgage File within 45 days after the Closing Date and deliver pay such amount to the Company a certification Certificate Insurer, (or cause ii) shall be deemed to have distributed from the Initial Custodian to deliver Certificate Account (A) the REMIC I Distribution Amount (other than the Class A-3 Reimbursement Amount) to the Company a certificationHolders of the REMIC I Regular Interests and (B) the Class A-3 Covered Shortfall Amount, which satisfies if any, the applicable requirements of this Agreement; providedDeficiency Amount, howeverif any, that with respect to and the Initial CustodianRounding Amount, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M heretoif any, to the effect thatHolders of the Class A-3 Regular Interest, except as noted, all documents required (in and to have deposited such amount for their benefit into the case of instruments described in clauses (X)(ii)Certificate Account, (X)(iviii) shall withdraw from the Certificate Account and (Y)(ix) of distribute to the definition of “Mortgage File,” known by Certificate Insurer, in accordance with the Trustee written statement received from the Certificate Administrator pursuant to Section 4.02, any Class A-3 Reimbursement Amount to be required) distributed to the Certificate Insurer pursuant to the definition of “Mortgage File” "REMIC I Distribution Amount" for such Distribution Date and Section 2.05 have been executed and received, and that such documents relate (iv) from the Certificate Account shall distribute to the Mortgage Loans identified Class R Certificateholders, in accordance with the Mortgage Loan Schedule. In performing such reviewwritten statement received from the Certificate Administrator pursuant to Section 4.02, the Trustee may rely upon amounts to be distributed to the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any Holders of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan Class R-1 Residual Interest pursuant to the definition of “Mortgage File” not "REMIC I Distribution Amount" for such Distribution Date. Amounts distributed pursuant to have been executed clause (iv) above shall be distributed by wire transfer in immediately available funds for the account of each Class R Certificateholder, or by any other means of payment acceptable to each Class R Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), as specified by each such Certificateholder and received, at the address of such Holder appearing in the Certificate Register. Amounts distributed to the Certificate Insurer pursuant to clause (iii) above shall be distributed by wire transfer in immediately available funds to such account as the Certificate Insurer shall designate in writing to the Trustee shall promptly so notify the Servicer. Upon notice from the Trustee or the Custodian that time to time at least one Business Day before any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Distribution Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Serviceror, at the expense election of the SellerCertificate Insurer, delivers by check sent by first class mail to the Trustee an Opinion its Notice Address. Notwithstanding any other provision of Counsel addressed this Agreement, no actual distributions pursuant to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(aclause (ii) of this Section 4.01 shall be made on account of the Code; provided, further, that deemed distributions described in this paragraph except in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% liquidation of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has II and not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.REMIC I.

Residual Interest. The Trustee shall review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. Upon The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the applicable Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Seller’s obligationMortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, pursuant the Master Servicer shall cause MERS to Section 2.3 execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but Company or its assignee and shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Residual Interest. The Trustee shall review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. Upon The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the applicable Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Seller’s obligationMortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, pursuant the Master Servicer shall cause MERS to Section 2.3 execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but Company or its assignee and shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. Upon The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce such Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the applicable Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Seller’s obligationMortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, pursuant the Master Servicer shall cause MERS to Section 2.3 execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but Company or its assignee and shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.