Common use of Substitution Clause in Contracts

Substitution. Unless otherwise provided in the Trust Agreement, the right to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof, the one-year period beginning on the Closing Date and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects (including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfall.

Substitution. Unless otherwise provided in If a Seller delivers to the Trust Agreement, the right to substitute Issuer a Qualified Substitute Mortgage Loan or Qualified Substitute Loans in lieu of payment for any Deleted Mortgage Loan that is an asset the repurchase of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defaulted Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit G hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Issuer shall cause the Servicer to electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, distributions the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defaulted Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Trustee in writing and treated as if it were a portion of the amount, if any, by which Release Price for the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans Defaulted Loan and included in Available Funds as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfallsuch.

Substitution. Unless otherwise provided (a) In the event that Tenant has made (and Landlord has accepted or is deemed to have accepted) a Rejectable Substitution Offer, as outlined in Section 3.3, Tenant shall replace, on the Trust AgreementLease Termination Date (a "Substitution"), the right affected Project (the "Replaced Project") with a property (the "Substitute Project") having a Fair Market Value (as hereinafter defined), at least equal to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset of the Trust shall be limited Replaced Project (and in no event less than the Stipulated Loss Value of the Replaced Project as of the Lease Termination Date) upon satisfaction of the conditions set forth in this Section 3.4, and upon delivery to Landlord, if applicable, (iwith a copy to any assignee of this Lease, including Lender) of a certificate from a Responsible Officer of Tenant setting forth the determination of Tenant as outlined in Section 3.3. In the case of substitutions a Substitution as a result of a Major Casualty or Major Condemnation, the Fair Market Value of the Replaced Project shall be determined as of the date which is immediately prior to such Major Condemnation or Major Casualty (including, if construction is anticipated or being accomplished at such time with respect to a Project, the appraised value of the completed Project assuming that Completion of the Project has occurred). In the case of a Substitution as a result of a Project becoming Economically Obsolete, the Fair Market Value of the Replaced Project shall be equal to the appraised value as of the date hereof (including, if construction is anticipated or being accomplished at such time with respect to a Project, the appraised value of the completed Project assuming that Completion of the Project has occurred). In the case of a Substitution pursuant to Section 2.03(a) or 2.03(c) hereof3.3(c), the one-year period beginning on the Closing Date and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms Fair Market Value of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan Replaced Project shall be subject, determined as of the date of its Substitution. Fee simple title to the Substitute Project must be conveyed to Landlord (or, if directed by Landlord, an estate for years, together with a remainder interest to any applicable remainderman) and Landlord will not accept a ground lease. At the time of substitution, a Substitute Project must be an operating Project which Tenant intends to continue to operate as a motel, and must satisfy the terms of the Trust Agreement in all respects (including the representations and warranties of Saxon with respect to the Mortgage Loans other conditions set forth in the Trust Agreement). In addition, in the case of any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfallthis Section 3.4.

Substitution. Unless otherwise provided in the Trust If under a Purchase Agreement, the right to substitute a Seller delivers a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset release of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defective Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit G hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due and other amounts received with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution, distributions to Certificateholders will reflect substitution shall be property of the Monthly Payment Issuer. Scheduled Payments due on such Deleted Mortgage a Defective Loan on or before prior to the first day Calculation Date next preceding the date of substitution shall be property of the month in which the substitution occursIssuer, and Saxon or after such Calculation Date next preceding the Seller, as date of substitution the case may be, Seller shall thereafter be entitled to receive and retain all Scheduled Payments due thereafter and other amounts subsequently received in respect of such Deleted Mortgage Defective Loan. The Master Servicer shall amend deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Mortgage Trustee and such schedule shall be an amendment to the Loan Schedule Schedule. Upon such substitution, the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defective Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in writing immediately available funds. Such Substitution Adjustment Amount shall be paid to the Trustee and treated as if it were a portion of the amount, if any, by Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the aggregate Unpaid Principal Balance Depositor acquired such Defective Loan, then, notwithstanding any other provision of all this Indenture, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Qualified Substitute Mortgage Loans as of Defective Loan should the date of substitution is less than applicable Seller fail to perform its obligation under the aggregate Unpaid Principal Balance of all Purchase Agreement to pay such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered Adjustment Amount to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution ShortfallTrustee.

Substitution. Unless otherwise provided in the Trust If under a Purchase Agreement, the right to substitute a Seller delivers a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset release of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defective Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit G hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due and other amounts received with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution, distributions to Certificateholders will reflect substitution shall be property of the Monthly Payment Issuer. Scheduled Payments due on such Deleted Mortgage a Defective Loan on or before prior to the first day Calculation Date next preceding the date of substitution shall be property of the month in which the substitution occursIssuer, and Saxon or after such Calculation Date next preceding the Seller, as date of substitution the case may be, Seller shall thereafter be entitled to receive and retain all Scheduled Payments due thereafter and other amounts subsequently received in respect of such Deleted Mortgage Defective Loan. The Master Servicer shall amend deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Mortgage Trustee and such schedule shall be an amendment to the Loan Schedule Schedule. Upon such substitution, the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defective Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. If such Defective Loan 57 constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in writing immediately available funds. Such Substitution Adjustment Amount shall be paid to the Trustee and treated as if it were a portion of the amount, if any, by Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the aggregate Unpaid Principal Balance Depositor acquired such Defective Loan, then, notwithstanding any other provision of all this Indenture, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Qualified Substitute Mortgage Loans as of Defective Loan should the date of substitution is less than applicable Seller fail to perform its obligation under the aggregate Unpaid Principal Balance of all Purchase Agreement to pay such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered Adjustment Amount to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution ShortfallTrustee.

Substitution. Unless otherwise provided in the Trust Pooling and Master ------------ Servicing Agreement, the right to substitute a Qualified Substitute Mortgage Loan Asset for any Deleted Mortgage Loan Asset that is an asset of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof), the onetwo-year period beginning on the Closing Date and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan Asset for which Saxon the Company or a Seller substitutes one or more a Qualified Substitute Mortgage LoansAsset(s), Saxon the Company or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian Trustee for each such Qualified Substitute Mortgage Loan Asset(s) the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan Asset File pursuant to Sections 1.01 and 2.01 hereofSection 2.01, together with a certificate of an Officer officer of Saxon the Company to the effect that each such Qualified Substitute Mortgage Loan Asset complies with the terms of the Trust Agreement Pooling and notify the Master Servicer and the Trustee in writing of such substitutionServicing Agreement. Monthly Payments due with respect to Qualified Substitute Mortgage Loans Assets in the month of substitution are not part of the Trust and will be retained by Saxon the Company or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders Securityholders will reflect the Monthly Payment due on such Deleted Mortgage Loan Asset on or before the first day of the month in which the substitution occurs, and Saxon the Company or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage LoanAsset. The Master Servicer shall amend the Mortgage Loan Asset Schedule to reflect the removal of such Deleted Mortgage Loan Asset from the terms of the Trust Pooling and Master Servicing Agreement and the substitution of each the Qualified Substitute Mortgage Asset or Assets. Upon such substitution, such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan Asset or Assets shall be subject, as of the date of its substitution, subject to the terms of the Trust Pooling and Master Servicing Agreement in all respects (including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In additionrespects, including, in the case of any a substitution effected by a Seller, the representations and warranties included in the Sales Agreement, and in the case of a substitution effected by the Company, the representations and warranties set forth in Section 2.04 hereof, in each Qualified Substitute Mortgage Loan shall be subject, case as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance reconveyance of such Deleted Mortgage Loan Asset to Saxon the Company or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon the Company or a Seller substitutes one or more Qualified Substitute Mortgage Loans Assets for one or more Deleted Mortgage LoansAssets, the Master Servicer shall will determine and notify the Trustee in writing of with respect to the amount, amount (if any, ) by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans Assets as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans Assets (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon the Company or the Seller, as the case may be, shall will deliver or cause to be delivered to the Paying Agent, Trustee for deposit from its own funds into the Asset Proceeds Account, Account an amount equal to the Substitution Shortfall.

Substitution. Unless otherwise The Issuer, or any previous substituted company, may at any time, without the consent of the Bondholders, substitute for itself as principal debtor under the Bonds any company (the “ Substitute”), provided that no payment in respect of the Bonds is at the relevant time overdue. The substitution shall be made by a deed poll (the “Deed Poll”), to be substantially in the Trust form exhibited to the Agency Agreement, the right to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset of the Trust shall be limited to and may take place only if (i) the Substitute shall, by means of the Deed Poll, agree to indemnify each Bondholder against any tax, duty, assessment or governmental charge which is imposed on it by (or by any authority in or of) the case jurisdiction of substitutions pursuant the country of the Substitute’s residence for tax purposes and, if different, of its incorporation with respect to Section 2.03(a) any Bond and which would not have been so imposed had the substitution not been made, as well as against any tax, duty, assessment or 2.03(c) hereofgovernmental charge, and any cost or expense, relating to the one-year period beginning on the Closing Date and substitution, (ii) where the Substitute is not the Guarantor, the Guarantor shall acknowledge in the case Deed Poll that the Substitute’s payment obligations under the Bonds are unconditionally guaranteed by the Guarantor under the Guarantee and shall enter into a guarantee of any other substitutionthe Substitute’s indemnification obligations described in (i) above, substantially in the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering form scheduled to the Custodian for each such Qualified Substitute Mortgage Loan Agency Agreement (the related Mortgage Note, the related Security Instrument, the related Assignment(s“Supplemental Guarantee”), (iii) all action, conditions and such other documents and agreements, with all necessary endorsements thereon, as are things required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 taken, fulfilled and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects done (including the representations obtaining of any necessary consents) to ensure that the Deed Poll, the Bonds and warranties (where the Substitute is not the Guarantor) the Guarantee and the Supplemental Guarantee represent valid, legally binding and enforceable obligations of Saxon with respect the Substitute and/or the Guarantor, as applicable, have been taken, fulfilled and done and are in full force and effect, (iv) the Substitute shall have become party to the Mortgage Loans set forth in the Trust Agency Agreement). In addition, in the case of with any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subjectappropriate consequential amendments, as if it had been an original party to it, (v) legal opinions addressed to the Bondholders shall have been delivered to them (care of the date Principal Paying Agent) from a lawyer or firm of its substitution, lawyers with a leading securities practice in each jurisdiction referred to in (i) above and in England as to the terms fulfilment of the related Sales Agreement preceding conditions of this Condition 10(c) and (including vi) the representations and warranties Issuer shall have given at least 14 days’ prior notice of the Seller with respect such substitution to the Mortgage Loans set forth Bondholders, stating that copies, or pending execution the agreed text, of all documents in relation to the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents substitution which are referred to above, effect or which might otherwise reasonably be regarded as material to Bondholders, will be available for inspection at the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee in writing office of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into . References in Condition 8 to obligations under the Asset Proceeds Account, an amount equal Bonds shall be deemed to include obligations under the Substitution ShortfallDeed Poll.

Substitution. Unless otherwise provided in If a Seller delivers to the Trust Agreement, the right to substitute Issuer a Qualified Substitute Mortgage Loan or Qualified Substitute Loans in lieu of payment for any Deleted Mortgage Loan that is an asset the repurchase of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defaulted Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit G hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Servicer shall electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, distributions the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defaulted Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Trustee in writing and treated as if it were a portion of the amount, if any, by which Release Price for the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans Defaulted Loan and included in Available Funds as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfallsuch.

Substitution. Unless otherwise provided in If a Seller delivers to the Trust Agreement, the right to substitute Issuer a Qualified Substitute Mortgage Loan or Qualified Substitute Loans in lieu of payment for any Deleted Mortgage Loan that is an asset the repurchase of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defaulted Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit G hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Servicer shall electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, distributions the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged 102 Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defaulted Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Trustee in writing and treated as if it were a portion of the amount, if any, by which Release Price for the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans Defaulted Loan and included in Available Funds as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfallsuch.

Substitution. Unless otherwise provided in the Trust If under a Purchase Agreement, the right to substitute a Seller delivers a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset release of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defective Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit G hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due and other amounts received with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution, distributions to Certificateholders will reflect substitution shall be property of the Monthly Payment Issuer. Scheduled Payments due on such Deleted Mortgage a Defective Loan on or before prior to the first day Calculation Date next preceding the date of substitution shall be property of the month in which the substitution occursIssuer, and Saxon or after such Calculation Date next preceding the Seller, as date of substitution the case may be, Seller shall thereafter be entitled to retain all Scheduled Payments due thereafter and other amounts subsequently received in respect of such Deleted Mortgage Defective Loan. The Master Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall amend be an amendment to the Mortgage Loan Schedule Schedule. Upon such substitution, the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defective Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in writing immediately available funds. Such Substitution Adjustment Amount shall be paid to the Trustee and treated as if it were a portion of the amount, if any, by Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the aggregate Unpaid Principal Balance Depositor acquired such Defective Loan, then, notwithstanding any other provision of all this Indenture, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Qualified Substitute Mortgage Loans as of Defective Loan should the date of substitution is less than applicable Seller fail to perform its obligation under the aggregate Unpaid Principal Balance of all Purchase Agreement to pay such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered Adjustment Amount to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution ShortfallTrustee.

Substitution. Unless otherwise provided in the Trust If under a Purchase Agreement, the right to substitute a Seller delivers a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset release of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defective Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit J hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due and other amounts received with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution, distributions to Certificateholders will reflect substitution shall be property of the Monthly Payment Issuer. Scheduled Payments due on such Deleted Mortgage a Defective Loan on or before prior to the first Calculation Date next preceding the date of substitution shall be property of the Issuer, and after such last day of the month in which Due Period next preceding the date of substitution occurs, and Saxon or the Seller, as the case may be, Seller shall thereafter be entitled to retain all Scheduled Payments due thereafter and other amounts subsequently received in respect of such Deleted Mortgage Defective Loan. The Master Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and the Collateral Agent and such schedule shall amend be an amendment to the Mortgage Loan Schedule Schedule. Upon such substitution, the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer's representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defective Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in writing immediately available funds. Such Substitution Adjustment Amount shall be paid to the Trustee and treated as if it were a portion of the amount, if any, by Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the aggregate Unpaid Principal Balance Depositor acquired such Defective Loan, then, notwithstanding any other provision of all this Indenture, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Qualified Substitute Mortgage Loans as of Defective Loan should the date of substitution is less than applicable Seller fail to perform its obligation under the aggregate Unpaid Principal Balance of all Purchase Agreement to pay such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered Adjustment Amount to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution ShortfallTrustee.

Substitution. Unless otherwise Upon not less than sixty (60) days written notice from SRP to Licensee, SRP may, at its option, substitute for the Fibers within any Segment or Segments or Route, or any portions thereof, an equal number of alternative Fibers within such Segment or Segments or Route, or any portions thereof, provided that in the Trust Agreementsuch event, the right to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset of the Trust shall be limited to such substitution; (i) in shall be at the case sole cost of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof, the one-year period beginning on the Closing Date and SRP; (ii) in shall use Fiber meeting or exceeding the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s)Specifications, and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects (including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, tested in accordance with the Acceptance provisions; (iii) shall not change any Demarcation Points; (iv) shall not cause a Service Affecting Condition, and (v) shall be effected according to Scheduled Maintenance standards and procedures specified aboveand to an approved MOP, Licensee’s approval of which will not be unreasonably withheld. For At any month in which Saxon time during the Term, Licensee may submit a Request for Quote pursuant to Exhibit C (Product Order Process) requesting SRP to replace a Segment of Fiber under an existing Product Order with a different Segment or additional Fiber strands on an existing Segment (“Replacement Fiber”). SRP shall be under no obligation to enter into a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee Product Order to provide Replacement Fiber. If Licensee notifies SRP in writing that the Request for Quote is being submitted because of an early termination of service by Licensee’s customer, SRP will use commercially reasonable efforts to accommodate Licensee’s request for Replacement Fiber, provided that (i) SRP has excess fiber available, (ii) the Replacement Fiber is substantially equivalent to the replaced Fiber in terms of total route miles, strand miles, configuration and Facilities, and (iii) Licensee shall pay for any necessary and appropriate Services required to be performed by SRP in connection with the decommissioning of the amount, if any, by which replaced Fiber and the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as commissioning of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due Replacement Fiber, as specified in the month Product Order. Licensee shall continue to pay the related portion of substitution) the License Fee (the "Substitution Shortfall"). On “Original License Fee”) until the earlier of (i) the date of such substitutionthat SRP delivers the Replacement Fiber; or (ii) the Delivery Date agreed to by the Parties for the Replacement Fiber. Upon the date that SRP delivers the Replacement Fiber, Saxon or Licensee shall begin paying the Seller, related License Fee for the Replacement Fiber as specified in the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution ShortfallProduct Order.

Substitution. Unless otherwise provided in 12.2.1 The Trustee may, without the Trust Agreement, the right to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset consent of the Trust shall be limited Bondholders or Couponholders, agree to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof, the one-year period beginning on the Closing Date and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as the Issuer's successor in business or any Subsidiary of the date of its substitution, to the terms of the Trust Agreement in all respects Issuer (including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less other than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitutionan Excluded Subsidiary) (the "Substitution ShortfallSubstituted Obligor") in place of the Issuer (or of any previous substitute under this sub-Clause) as the principal debtor under this Trust Deed, the Bonds and the Coupons provided that: a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Bonds and the Coupons (with consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Bonds and the Coupons as the principal debtor in place of the Issuer if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the "Substituted Territory") other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Issuer is subject generally (the "Issuer's Territory"). On , the date Substituted Obligor will (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to Condition 7 with the substitution for the references in that Condition to the Issuer's Territory of references to the Substituted Territory whereupon the Trust Deed, the Bonds and the Coupons will be read accordingly if any two Authorised Signatories of the Substituted Obligor certify that it will be solvent immediately after such substitution, Saxon the Trustee need not have regard to the Substituted Obligor's financial condition, profits or prospects or compare them with those of the Seller, Issuer the Issuer and the Substituted Obligor comply with such other requirements as the case Trustee may bedirect in the interests of the Bondholders and (unless the Issuer's successor in business is the Substituted Obligor as the principal debtor under this Trust Deed, shall deliver or cause to be delivered the Bonds and the Coupons) the obligations of the Substituted Obligor as the principal debtor under this Trust Deed, the Bonds and the Coupons are guaranteed by the Issuer (with consequential amendments as necessary) to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution ShortfallTrustee's satisfaction.

Substitution. Unless otherwise provided Subject to the satisfaction of the conditions precedent ------------ specified in Section 9.9 of the Note Purchase Agreement, SPE is hereby substituted for FCNB as a party to the Note Purchase Agreement in the Trust capacity of "Seller," and any and all provisions of the Note Purchase Agreement that refer to or assume FCNB's status as a national banking association are hereby amended, insofar as they relate to FCNB as a Seller, to reflect the fact that SPE, the new Seller, is instead a corporation formed under the laws of the State of Delaware. FCNB hereby assigns all of its rights and obligations in its capacity as "Seller" under or in connection with the Note Purchase Agreement to SPE and SPE hereby assumes and agrees to perform all obligations of FCNB in its capacity as "Seller" under or in connection with the Note Purchase Agreement. To the extent that they have the power and authority to do so, without the consent of the other parties to the Note Purchase Agreement, the right parties to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset this Agreement hereby amend and restate the final sentence of Section 15.7 of the Note Purchase Agreement to read in its entirety as follows: "Each Spiegel Party (other than each Seller as to itself) and each Financing Party agrees that so long as any Investor Notes issued under the FCCCMNT Trust or the SCCMNT Trust or any Investor Certificates issued under the FCMT Trust shall be limited to outstanding or there shall not have elapsed one year plus one day since the last day on which such Investor Notes or Investor Certificates shall have been outstanding, it shall not file, or join in the filing of, a petition against SCC III (i) in the case of substitutions pursuant to Section 2.03(athe SCCMNT Trust) or 2.03(c) hereof, the one-year period beginning on the Closing Date and other Seller (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon FCCCMNT Trust or the SellerFCMT Trust) under the Bankruptcy Code, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included or join in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereofcommencement of any bankruptcy, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon reorganization, arrangement, insolvency, liquidation or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects other similar proceeding against SCC III (including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, as the SCCMNT Trust) or the other Seller (in the case of the date FCCCMNT Trust or the FCMT Trust).". Each of its substitutionthe parties hereto further agrees not to execute any future amendment, extension or other modification of the Note Purchase Agreement unless that amendment, extension or other modification (or a prior amendment, extension or modification executed by all of the parties to the terms Note Purchase Agreement) contains a ratification of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfallforegoing amendment.

Substitution. Unless otherwise provided in Sellers may, subject to agreement with and acceptance by Buyer upon one (1) Business Day’s notice, substitute other assets which are substantially the Trust Agreement, same as the right to substitute a Qualified Purchased Assets (the “Substitute Mortgage Loan Assets”) for any Deleted Mortgage Loan that is an asset of the Trust Purchased Assets. Such substitution shall be limited made by transfer to (i) in the case Buyer of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof, the one-year period beginning on the Closing Date such Substitute Assets and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering transfer to the Custodian for each related Seller of such Qualified Substitute Mortgage Loan Purchased Assets (including all Purchased Items solely related thereto) (the related Mortgage Note, “Reacquired Assets”) along with the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required information to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects (including the representations and warranties of Saxon provided with respect to the Mortgage Loans set forth applicable Substitute Asset as described in the Trust Agreement)form of Transaction Notice. Upon substitution, the Substitute Assets shall be deemed to be Purchased Assets, the Reacquired Assets shall no longer be deemed Purchased Assets, Buyer shall be deemed to have terminated any security interest that Buyer may have had in the Reacquired Assets and shall return such Reacquired Assets to Seller unless such termination and release would give rise to or perpetuate a Margin Deficit. Concurrently with any termination and release described in this Section 16, Buyer shall execute and deliver to Sellers upon request and Buyer hereby authorizes Sellers to file and record such documents as Sellers may reasonably deem necessary or advisable in order to evidence such termination and release. In additionconnection with any such requested substitution or release, in the case of any substitution effected by a SellerSellers will provide notice to the Custodian, each Qualified Substitute Mortgage Loan shall be subjectBond Custodian and the Buyer no later than 12:00 p.m. (New York City time), as of on the date of its substitutionsuch request, specifying the Assets to be substituted for or released and the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect substitute Assets to the Mortgage Loans set forth be purchased hereunder in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee in writing of the amountsubstitution therefor, if any, by which the aggregate Unpaid Principal Balance of all and shall deliver with such Qualified Substitute notice a revised Mortgage Loans Loan Transmission (as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due defined in the month of substitutionCustodial Agreement) (indicating any substitute Loans or such other notice as agreed to by the "Substitution Shortfall")Buyer and Sellers indicating any substitute Bonds or Pledged Stock. On the date of Each such substitution, Saxon substitution or the Seller, as the case may be, release shall deliver or cause be deemed to be delivered a representation and warranty by the Sellers that any substitute Assets are eligible for purchase hereunder and that after giving effect to the Paying Agentsuch substitution or release, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfallno Margin Deficit shall occur.

Substitution. Unless otherwise provided in the Trust If under a Purchase Agreement, the right to substitute a Seller delivers a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset release of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defective Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit G hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due and other amounts received with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution, distributions to Certificateholders will reflect substitution shall be property of the Monthly Payment Issuer. Scheduled Payments due on such Deleted Mortgage a Defective Loan on or before prior to the first day Calculation Date next preceding the date of substitution shall be property of the month in which the substitution occursIssuer, and Saxon or after such Calculation Date next preceding the Seller, as date of substitution the case may be, Seller shall thereafter be entitled to receive and retain all Scheduled Payments due thereafter and other amounts subsequently received in respect of such Deleted Mortgage Defective Loan. The Master Issuer shall cause the Servicer to deliver a 66 schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall amend be an amendment to the Mortgage Loan Schedule Schedule. Upon such substitution, the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defective Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in writing immediately available funds. Such Substitution Adjustment Amount shall be paid to the Trustee and treated as if it were a portion of the amount, if any, by Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the aggregate Unpaid Principal Balance Depositor acquired such Defective Loan, then, notwithstanding any other provision of all this Indenture, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Qualified Substitute Mortgage Loans as of Defective Loan should the date of substitution is less than applicable Seller fail to perform its obligation under the aggregate Unpaid Principal Balance of all Purchase Agreement to pay such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered Adjustment Amount to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution ShortfallTrustee.

Substitution. Unless otherwise provided in If a Seller delivers to the Trust Agreement, the right to substitute Issuer a Qualified Substitute Mortgage Loan or Qualified Substitute Loans in lieu of payment for any Deleted Mortgage Loan that is an asset the repurchase of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defaulted Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit G hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due with respect to the month Qualified Substitute Loans after the Calculation 120 Date next preceding the date of substitution shall be property of the Issuer. The Issuer shall cause the Servicer to electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, distributions the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defaulted Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Trustee in writing and treated as if it were a portion of the amount, if any, by which Release Price for the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans Defaulted Loan and included in Available Funds as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfallsuch.

Substitution. Unless otherwise provided in the Trust If under a Purchase Agreement, the right to substitute a Seller delivers a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset release of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defective Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit G hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due and other amounts received with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution, distributions to Certificateholders will reflect substitution shall be property of the Monthly Payment Issuer. Scheduled Payments due on such Deleted Mortgage a Defective Loan on or before prior to the first day Calculation Date next preceding the date of substitution shall be property of the month in which the substitution occursIssuer, and Saxon or after such Calculation Date next preceding the Seller, as date of substitution the case may be, Seller shall thereafter be entitled to retain all Scheduled Payments due thereafter and other amounts subsequently received in respect of such Deleted Mortgage Defective Loan. The Master Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall amend be an amendment to the Mortgage Loan Schedule Schedule. Upon such substitution, the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defective Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in writing immediately available funds. Such Substitution Adjustment Amount shall be paid to the Trustee and treated as if it were a portion of the amount, if any, by Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the aggregate Unpaid Principal Balance Depositor acquired such Defective Loan, then, notwithstanding any other provision of all this Indenture, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Qualified Substitute Mortgage Loans as of Defective 66 Loan should the date of substitution is less than applicable Seller fail to perform its obligation under the aggregate Unpaid Principal Balance of all Purchase Agreement to pay such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered Adjustment Amount to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution ShortfallTrustee.

Substitution. Unless otherwise provided in Seller may, subject to agreement with and acceptance by Buyer upon one (1) Business Day’s notice, substitute other assets, including U.S. Treasury Securities, which are substantially the Trust Agreement, same as the right to substitute a Qualified Purchased Loans (the “Substitute Mortgage Loan Loans”) for any Deleted Mortgage Loan that is an asset of the Trust Purchased Loans. Such substitution shall be limited made by transfer to Buyer of such Substitute Loans and transfer to Seller of such Purchased Loans (ithe “Reacquired Loans”) in along with the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof, the one-year period beginning on the Closing Date and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required information to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects (including the representations and warranties of Saxon provided with respect to the Mortgage Loans set forth applicable Substitute Loan as described in the Trust Agreement)form of Transaction Notice. In additionUpon substitution, the Substitute Loans shall be deemed to be Purchased Loans, the Reacquired Loans shall no longer be deemed Purchased Loans, Buyer shall be deemed to have terminated any security interest that Buyer may have had in the case of Reacquired Loans and any substitution effected by a SellerPurchased Items solely related to such Reacquired Loans, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage any Reacquired Loans set forth in the Sales Agreement). The Trustee shallthat are eMortgage Loans, within five Business Days Agent shall initiate a Transfer of its receipt Location and a Transfer of Control of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon eNotes and Seller or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer its designees shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered initiated a transfer of Delegatee and Master Servicer or Subservicer, as applicable, status with respect thereto as may be directed by Seller or its designees, in each case using MERS eDelivery and the MERS eRegistry, and Buyer shall transfer any such Reacquired Loans and related Purchased Items to the Paying AgentSeller unless such termination and release would give rise to or perpetuate an unpaid, for deposit into the Asset Proceeds Accountdue and payable Margin Call. Concurrently with any termination and release described in this Section 16, an amount equal Buyer shall execute and deliver to the Substitution ShortfallSeller upon request and Buyer hereby 118109294\V-13 authorizes Seller to file and record such documents as Seller may reasonably deem necessary or advisable in order to evidence such termination and release.

Substitution. Unless otherwise provided in the Trust If under a Purchase Agreement, the right to substitute a Seller delivers a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset release of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defective Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit J hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in prior to the month last day of the Due Period next preceding the date of substitution are shall not part be property of the Trust and Issuer, but will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment Scheduled Payments due on such Deleted Mortgage a Defective Loan on or before prior to the first last day of the month in which Due Period next preceding the date of substitution occursshall be property of the Issuer, and Saxon or after such last day of the Seller, as Due Period next preceding the case may be, date of substitution the Seller shall thereafter be entitled to retain all Scheduled Payments due thereafter and other amounts subsequently received in respect of such Deleted Mortgage Defective Loan. The Master Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and the Collateral Agent and such schedule shall amend be an amendment to the Mortgage Loan Schedule Schedule. Upon such substitution, the Qualified Substitute Loan or Loans shall be subject to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Agreement, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defective Loans, the Master Servicer shall determine and notify the Trustee in writing of the amount (such amount, a “Substitution Adjustment Amount”), if any, by which the aggregate Unpaid Principal Balance principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance principal balance of all such Deleted Mortgage Defective Loans (after application of Monthly the principal portion of the Scheduled Payments due in the month of substitution that are to be distributed to the Issuer in the month of substitution) (the "Substitution Shortfall"). On If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in immediately available funds. Such Substitution Adjustment Amount shall be treated as if it were a portion of the Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, then, notwithstanding any other provision of this Agreement, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Defective Loan should the applicable Seller fail to perform its obligation under the Purchase Agreement to pay such Substitution Adjustment Amount to the Trustee. If a Seller repurchases a Pledged Loan as a Defective Loan or provides a Qualified Substitute Loan for a Defective Loan, then the Issuer shall automatically and without further action sell, transfer, assign, set over and otherwise convey to such Seller, without recourse, representation or warranty, all of the Issuer’s right, title and interest in and to the related Defective Loan, the related Timeshare Property, the Loan File relating thereto and any other related Pledged Assets, all monies due or to become due with respect thereto and all Collections with respect thereto (including payments received from Obligors from and including the last day of the Due Period next preceding the date of transfer, subject to the payment of any Substitution Adjustment Amount). The Issuer shall execute such substitutiondocuments, Saxon releases and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the applicable Seller to effect the conveyance of such Defective Loan, the related Timeshare Property and related Loan File pursuant to this Section 5.4(b). Promptly after the repurchase of Defective Loans in respect of which the Release Price has been paid or a Qualified Substitute Loan has been provided, on such date, the Issuer shall direct the Servicer to delete such Defective Loans from the Loan Schedule. The obligations of the Issuer set forth in Section 5.4(a) shall constitute the sole remedy against the Issuer with respect to any breach of the representations and warranties set forth in Section 5.1 and Section 5.2 available hereunder to the Trustee or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Collateral Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfall.

Substitution. Unless otherwise provided in the Trust Agreement, the right to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof, the one-year period beginning on the Closing Date and (ii) in In the case of any Transaction for which the Repurchase Date is other than the Business Day immediately following the Purchase Date, such Seller shall have the right, subject to the proviso to this sentence, upon notice to the Purchasers, which notice shall be given at or prior to noon (12:00 p.m.) (New York time) on the preceding Business Day, to substitute substantially the same Mortgage Assets for any Purchased Mortgage Assets; provided, however, that the Administrative Agent, in its sole and absolute discretion, may elect, by the close of business on the Business Day next following the Business Day on which notice is received not to accept such substitution. In the event such substitution is accepted by the Administrative Agent, such substitution shall be made by such Seller’s transfer to the Purchasers of additional Mortgage Assets, and after substitution, the three-month period beginning on substituted additional Mortgage Loans shall be deemed to be the Closing DatePurchased Mortgage Assets relating to the Transaction pursuant to which the original Purchased Mortgage Assets were purchased. As In the event the Administrative Agent elects not to accept such substitution, the Purchasers shall offer such Seller the right to terminate the Transaction. If such Seller elects to terminate such Transaction (which election shall be made in writing within five (5) Business Days of the Purchasers’ offer to such Seller of the right to terminate the transaction), the date of termination will be determined in accordance with Section 2.5. In the event any Deleted Mortgage Loan for which Saxon of the Sellers exercises its right to substitute or a Seller substitutes one terminate pursuant to subparagraph (a), the Sellers shall be jointly and severally obligated to pay to the Purchasers, by the close of the Business Day of such substitution or more Qualified Substitute Mortgage Loans, Saxon or the Sellertermination, as the case may be, shall effect an amount equal to (A) the Purchasers’ actual cost (including all fees, expenses and commissions) of (i) entering into replacement Transactions; and (ii) entering into or terminating hedge transactions, (B) to the extent Purchasers determine not to enter into replacement Transactions, the loss incurred by the Purchasers directly arising or resulting from such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), or termination and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects (including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, C) in the case of the termination of any substitution effected by a SellerTransaction, each Qualified Substitute the related Repurchase Price for such Purchased Mortgage Loan Assets. The foregoing amounts shall be subject, as of determined and calculated solely by the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or Purchasers on a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfallcommercially reasonable basis.

Substitution. Unless otherwise provided in If a Seller delivers to the Trust Agreement, the right to substitute Issuer a Qualified Substitute Mortgage Loan or Qualified Substitute Loans in lieu of payment for any Deleted Mortgage Loan that is an asset the repurchase of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defaulted Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit J hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Issuer shall cause the Servicer to deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and the Collateral Agent and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, distributions the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to 88 each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer's representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defaulted Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Trustee in writing and treated as if it were a portion of the amount, if any, by which Release Price for the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans Defaulted Loan and included in Available Funds as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfallsuch.

Substitution. Unless otherwise If the breach shall involve a representation or warranty set forth in Section 3.02, Seller may, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If Seller has no Qualified Substitute Mortgage Loan, it shall repurchase the Trust Agreementdeficient Mortgage Loan. At the time of repurchase or substitution, Purchaser and Seller shall arrange for the right reassignment of such Mortgage Loan and release of the related Collateral File to Seller and the delivery to Seller of any documents held by Purchaser or its designee relating to such Mortgage Loan. In the event Seller determines to substitute a Qualified Substitute Mortgage Loan for any Deleted a repurchased Mortgage Loan Loan, Seller shall, simultaneously with such reassignment, give written notice to Purchaser that is an asset of substitution has taken place and identify the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof, the one-year period beginning on the Closing Date and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage LoansLoan(s). In connection with any such substitution, Saxon or Seller shall be deemed to have made as to such Qualified Substitute Mortgage Loan(s) the Seller, representations and warranties except that all such representations and warranties set forth in this Agreement shall be deemed made as of the case may be, date of such substitution. Seller shall effect such substitution by delivering to Purchaser, the Custodian Collateral Documents for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects (including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust AgreementLoan(s). In addition, in the case of any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. [For any month in which Saxon or a Seller substitutes one or more a Qualified Substitute Mortgage Loans Loan for one or more Deleted a repurchased Mortgage LoansLoan, the Master Servicer Seller shall determine and notify the Trustee in writing of the amount, amount (if any, ) by which the aggregate Unpaid Principal Balance principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Stated Principal Balance of all such Deleted repurchased Mortgage Loans (after application of Monthly Payments scheduled principal payments due in the month of substitution) (the "Substitution Shortfall"). On Seller shall notify the Purchaser of the amount of such shortfall in the month of substitution, and on the date of such substitution, Saxon or the Seller, as the case may be, Seller shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, pay Purchaser an amount equal to the Substitution Shortfallamount of such shortfall].

Substitution. Unless otherwise provided in the Trust Agreement, ------------ the right to substitute a Qualified Substitute Mortgage Loan Underlying Security for any Deleted Mortgage Loan removed Underlying Security that is an asset of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof, the onetwo-year period beginning on the Closing Date and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan removed Underlying Security for which Saxon the Depositor or a Seller substitutes one or more Qualified Substitute Mortgage LoansUnderlying Securities, Saxon the Depositor or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian Trustee for each such Qualified Substitute Mortgage Loan the related Mortgage NoteUnderlying Security, the related Security Instrument, the related Assignment(scertificate (or a beneficial ownership therein), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in delivered to the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereofSection 2.01, together with a certificate of an Officer officer of Saxon the Depositor to the effect that each such Qualified Substitute Mortgage Loan Underlying Security complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionAgreement. Monthly Payments Distributions due with respect to Qualified Substitute Mortgage Loans Underlying Securities in the month of substitution are not part of the Trust and will be retained by Saxon the Depositor or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment Distributions due on such Deleted Mortgage Loan removed Underlying Security on or before the first day of the month in which the substitution occurs, and Saxon the Depositor or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loanremoved Underlying Security. The Master Servicer Trustee shall amend the Mortgage Loan Underlying Security Schedule to reflect the removal of such Deleted Mortgage Loan removed Underlying Security from the terms of the Trust Agreement and the substitution of each the Qualified Substitute Underlying Security or Securities. Upon such substitution, such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan Underlying Security or Securities shall be subject, as of the date of its substitution, subject to the terms of the Trust Agreement in all respects (including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In additionrespects, including, in the case of any a substitution effected by a Seller, the representations and warranties included in the Sales Agreement, and in the case of a substitution effected by the Depositor, the representations and warranties set forth in Section 2.04 hereof, in each Qualified Substitute Mortgage Loan shall be subject, case as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance reconveyance of such Deleted Mortgage Loan removed Underlying Security to Saxon the Depositor or the Seller, as the case may be, in accordance with the procedures specified above. For If, for any month in which Saxon the Depositor or a Seller substitutes one or more Qualified Substitute Mortgage Loans Underlying Securities for one or more Deleted Mortgage Loansremoved Underlying Securities, the Master Servicer shall determine and notify Trustee determines that the Trustee in writing amount of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans Underlying Securities as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans removed Underlying Securities (after application of Monthly Payments Distributions due in the month of substitution) (the "Substitution Shortfall"). On , the date of such substitution, Saxon Depositor or the Seller, as the case may be, shall will deliver or cause to be delivered to the Paying Agent, Trustee for deposit from its own funds into the Asset Proceeds Account, Account an amount equal to the such Substitution Shortfall.

Substitution. Unless otherwise provided in the Trust If under a Purchase Agreement, the right to substitute a Seller delivers a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset release of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defective Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit G hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due and other amounts received with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution, distributions to Certificateholders will reflect substitution shall be property of the Monthly Payment Issuer. Scheduled Payments due on such Deleted Mortgage a Defective Loan on or before prior to the first day Calculation Date next preceding the date of substitution shall be property of the month in which the substitution occursIssuer, and Saxon or after such Calculation Date next preceding the Seller, as date of substitution the case may be, Seller shall thereafter be entitled to receive and retain all Scheduled Payments due thereafter and other amounts subsequently received in respect of such Deleted Mortgage Defective Loan. The Master Issuer shall cause the Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall amend be an amendment to the Mortgage Loan Schedule Schedule. Upon such substitution, the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defective Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in writing immediately available funds. Such Substitution Adjustment Amount shall be paid to the Trustee and treated as if it were a portion of the amount, if any, by Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the aggregate Unpaid Principal Balance Depositor acquired such Defective Loan, then, notwithstanding any other provision of all this Indenture, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Qualified Substitute Mortgage Loans as of Defective Loan should the date of substitution is less than applicable Seller fail to perform its obligation under the aggregate Unpaid Principal Balance of all Purchase Agreement to pay such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered Adjustment Amount to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution ShortfallTrustee.

Substitution. Unless otherwise provided A. Subject to the fulfillment of all of the conditions set forth in the Trust Agreementfollowing subsection B, Lessee shall have the right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property if the terms of Section 21.B of this Lease permit such substitution (each, a "Casualty/Condemnation Substitution"). From and after the third anniversary of the Effective Date and subject to the fulfillment of all of the conditions set forth in the following subsection B, Lessee shall also have a one time right to deliver a Rejectable Substitution Offer to substitute a Substitute Property for a Property if the Fixed Charge Coverage Ratio (with the definitions of Section 8.A being deemed to be modified, as contemplated by subsection B(i)(2) below to provide for a calculation of a "Fixed Charge Coverage Ratio" for the Property to be replaced only) for the Property to be replaced is less than 1.1:1 for the FCCR Period (an "Uneconomic Substitution"); provided, however, Lessee shall not have the right to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset more than 5 of the Trust shall be limited to (i) in the case of substitutions Properties pursuant to Section 2.03(a) or 2.03(c) hereof, this paragraph. Each Rejectable Substitution Offer shall identify the one-year period beginning on the Closing Date proposed Substitute Property in reasonable detail and (ii) in the case contain a certificate executed by a duly authorized officer of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File Lessee pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect which Lessee shall certify that each in Lessee's good faith judgment such Qualified proposed Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, Property satisfies as of the date of its substitutionsuch notice, to the terms of the Trust Agreement in all respects (including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, or will satisfy as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date closing of such substitution, Saxon all of the applicable conditions to substitution set forth in this Section 56. Lessee agrees to deliver to Lessor all of the diligence information and materials contemplated by the provisions of Section 56.B of this Lease within 30 days after the delivery to Lessor of a Rejectable Substitution Offer. Lessor shall have 90 days from the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding paragraph to deliver to Lessee written notice of its election to either accept or reject the Seller, as Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be deemed to constitute Lessor's acceptance of the case may be, shall deliver or cause Rejectable Substitution Offer. If the Mortgage corresponding to the Property to be delivered replaced is still outstanding, any rejection of the Rejectable Substitution Offer by Lessor shall not be effective unless it is consented to in writing by Lender. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer or if Lender does not consent in writing to any rejection of the Rejectable Substitution Offer by Lessor, then Lessee shall complete such substitution, subject, however, to the Paying Agent, for deposit into satisfaction of each of the Asset Proceeds Account, an amount equal applicable terms and conditions set forth in this Section 56. If Lessor rejects the Rejectable Substitution Offer pursuant to the Substitution Shortfall.previous paragraph for reasons other than that, in Lessor's reasonable judgment, the proposed Substitute Property would not have satisfied the applicable substitution conditions set forth in this Section 56, and such rejection is consented to by Lender, then:

Substitution. Unless otherwise provided 6.1 Substitution (a) The Borrowers shall have the option during the Substitution Period to three (3) times complete a Substitution, subject to the terms and conditions set out in this Clause 6 (Substitution). (b) A Substitution may only take place once the Trust Agreement, the right to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset Facility Agent (on behalf of the Trust shall be limited to Lenders) in its sole discretion is satisfied that: (i) in the case of substitutions pursuant Majority Lenders have consented to Section 2.03(a) or 2.03(c) hereof, the one-year period beginning on the Closing Date and Substitution; (ii) in no Default is continuing or would result from the case of any other substitution, proposed Substitution; (iii) no Material Adverse Effect would result from the three-month period beginning on proposed Substitution; (iv) the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required Repeating Representations to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that made by each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects Obligor (including the representations Replacement Borrower) are true in all material respects; (v) the applicable Initial Borrower, the Ultimate Parent and warranties of Saxon with respect the Replacement Borrower have delivered to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by Facility Agent a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, duly completed and executed Substitution Letter no less than six (6) months prior to the terms of Substitution Date; 26 | 123 (vi) if the related Sales Agreement (including the representations and warranties of the Seller with respect Tranche relating to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred Collateral Vessel to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, be replaced has been increased in accordance with Clause 2.2 (Accordion Increase Option) and the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage LoansAcceptable Charter Agreement having supported such increase will follow such vessel and not be continued with the Substitution Vessel, the Master Servicer Borrowers shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered prior to the Paying Agent, for deposit into Substitution Date prepay the Asset Proceeds Account, Loans by an amount equal to the Substitution Shortfallformer increase of the Facility Amount, but reduced pro rata by any instalments paid since the increase of the Facility Amount and the repayment schedule shall be amended to reflect the original repayment schedule in effect prior to any increase of such Tranche; and (vii) the Facility Agent has received all of the documents and other evidence listed in Part V (Conditions precedent to Substitution) of Schedule 2 (Conditions precedent and subsequent) in form and substance satisfactory to it, including such other documents and evidence as listed in Part I to IV of this Schedule 2 as requested by the Facility Agent, including for the avoidance of any doubt, such Security to be granted by the Replacement Borrower replacing the Security previously granted by the Initial Borrower being replaced.

Substitution. Unless otherwise provided 6.1 Substitution (a) The Borrowers shall have the option during the Substitution Period to three (3) times complete a Substitution, subject to the terms and conditions set out in this Clause 6 (Substitution). (b) A Substitution may only take place once the Trust Agreement, the right to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset Facility Agent (on behalf of the Trust shall be limited to Lenders) in its sole discretion is satisfied that: (i) in the case of substitutions pursuant Majority Lenders have consented to Section 2.03(a) or 2.03(c) hereof, the one-year period beginning on the Closing Date and Substitution; (ii) in no Default is continuing or would result from the case of any other substitution, proposed Substitution; (iii) no Material Adverse Effect would result from the three-month period beginning on proposed Substitution; (iv) the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required Repeating Representations to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that made by each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects Obligor (including the representations Replacement Borrower) are true in all material respects; (v) the applicable Initial Borrower, the Ultimate Parent and warranties of Saxon with respect the Replacement Borrower have delivered to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by Facility Agent a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, duly completed and executed Substitution Letter no less than six (6) months prior to the terms of Substitution Date; CONFIDENTIAL TREATMENT REQUESTED BY FLEX LNG LTD. PURSUANT TO 17 CFR 200.83 (vi) if the related Sales Agreement (including the representations and warranties of the Seller with respect Tranche relating to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred Collateral Vessel to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, be replaced has been increased in accordance with Clause 2.2 (Accordion Increase Option) and the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage LoansAcceptable Charter Agreement having supported such increase will follow such vessel and not be continued with the Substitution Vessel, the Master Servicer Borrowers shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered prior to the Paying Agent, for deposit into Substitution Date prepay the Asset Proceeds Account, Loans by an amount equal to the Substitution Shortfallformer increase of the Facility Amount, but reduced pro rata by any instalments paid since the increase of the Facility Amount and the repayment schedule shall be amended to reflect the original repayment schedule in effect prior to any increase of such Tranche; and (vii) the Facility Agent has received all of the documents and other evidence listed in Part V (Conditions precedent to Substitution) of Schedule 2 (Conditions precedent and subsequent) in form and substance satisfactory to it, including such other documents and evidence as listed in Part I to IV of this Schedule 2 as requested by the Facility Agent, including for the avoidance of any doubt, such Security to be granted by the Replacement Borrower replacing the Security previously granted by the Initial Borrower being replaced.

Substitution. Unless otherwise provided At any time, the Landlord may substitute for either or both the 4th Floor Premises and the 10th Floor Premises (the premises with respect to which substitution is being made being hereinafter called the “Old Premises”) other premises in the Trust AgreementBuilding (the “New Premises”), the right to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset of the Trust shall be limited to in which event (i) in if all of the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof4th Floor Premises and the 10th Floor Premises have been so substituted, the one-year period beginning on New Premises shall be deemed to be the Closing Date Leased Premises and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not if only part of the Trust 4th Floor Premises and will the 10th Floor Premises have been so substituted, the New Premises shall be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions deemed to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day be part of the month in which the substitution occursLeased Premises, and Saxon or in either case for all purposes hereunder, provided that the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan New Premises shall be subject, as of the date of its substitution, similar in area and utility to the terms of Old Premises for the Trust Agreement in all respects (including Tenant’s purposes. If the representations and warranties of Saxon with respect to Tenant is occupying the Mortgage Loans set forth in Old Premises at the Trust Agreement). In addition, in the case of any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date time of such substitution, Saxon or the SellerLandlord shall pay the reasonable expense of moving the Tenant, as the case may beits property, shall deliver or cause to be delivered trade fixtures and equipment to the Paying AgentNew Premises and other direct and proper costs and shall, for deposit into at its sole cost, improve the Asset Proceeds Account, an amount New Premises with Leasehold Improvements equal to or better than those located in the Substitution ShortfallOld Premises. If the Tenant is not occupying the Old Premises at the time of such substitution but subsequently occupies the New Premises, the Landlord shall pay such expense and costs when the Tenant so occupies the New Premises. If the Rentable Area of the Leased Premises increases as a result of such substitution, the Rentable Area of the Leased Premises shall nevertheless be deemed not to have increased for the purposes of the Tenant’s monetary obligations under this Lease. If all of the 4th Floor Premises and the 10th Floor Premises is substituted and there is sufficient available rentable space in the Building so that the New Premises can be contiguous (either on the same floor or on floors which are immediately above or below each other), the New Premises shall be contiguous. If less than all of the 4th Floor Premises and the 10th Floor Premises is substituted and there is sufficient available rental space in the Building so that the New Premises can be contiguous with that portion of the Leased Premises which is not substituted (either on the same floor or on floors which are immediately above or below each other), the New Premises shall be contiguous with that portion of the Leased Premises which is not substituted.

Substitution. Unless otherwise provided in If a Seller delivers to the Trust Agreement, the right to substitute Issuer a Qualified Substitute Mortgage Loan or Qualified Substitute Loans in lieu of payment for any Deleted Mortgage Loan that is an asset the repurchase of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defaulted Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit F hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution shall be property of the Issuer. The Servicer shall electronically deliver a schedule of any Defaulted Loans so removed and Qualified Substitute Loans so substituted to the Trustee and such schedule shall be an amendment to the Loan Schedule. Upon such substitution, distributions the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defaulted Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall be paid to the Trustee in writing and treated as if it were a portion of the amount, if any, by which Release Price for the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans Defaulted Loan and included in Available Funds as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution Shortfallsuch.

Substitution. Unless otherwise provided in the Trust If under a Purchase Agreement, the right to substitute a Seller delivers a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset release of the Trust shall be limited to (i) in the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereofa Defective Loan, the one-year period beginning on Issuer shall execute a Supplemental Grant in substantially the Closing Date form of Exhibit F hereto and (ii) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect deliver such substitution by delivering Supplemental Grant to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitutionCollateral Agent. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in on or prior to the month Calculation Date next preceding the date of substitution are shall not part be property of the Trust and Issuer, but, to the extent received by the Servicer, will be retained by Saxon or the Seller, as Servicer and remitted by the case may beServicer to the Seller on the next succeeding Payment Date. For Payments due and other amounts received with respect to the month Qualified Substitute Loans after the Calculation Date next preceding the date of substitution, distributions to Certificateholders will reflect substitution shall be property of the Monthly Payment Issuer. Scheduled Payments due on such Deleted Mortgage a Defective Loan on or before prior to the first day Calculation Date next preceding the date of substitution shall be property of the month in which the substitution occursIssuer, and Saxon or after such Calculation Date next preceding the Seller, as date of substitution the case may be, Seller shall thereafter be entitled to receive and retain all Scheduled Payments due thereafter and other amounts subsequently received in respect of such Deleted Mortgage Defective Loan. The Master Servicer shall amend deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Mortgage Trustee and such schedule shall be an amendment to the Loan Schedule Schedule. Upon such substitution, the Qualified Substitute Loan or Qualified Substitute Loans shall be subject to reflect the removal of such Deleted Mortgage Loan from the terms of this Indenture in all respects, the Trust Agreement Issuer shall be deemed to have made the representations, and the substitution of warranties with respect to each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subjectset forth in Section 5.1 and 5.2 of this Indenture, in each case as of the date of its substitution, and the Issuer shall be deemed to the terms of the Trust Agreement in all respects (including the representations have made a representation and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by warranty that each Loan so substituted is a Seller, each Qualified Substitute Mortgage Loan shall be subject, 60 as of the date of its substitution, . The provisions of Section 5.4(a) shall apply to any Qualified Substitute Loan as to which the terms of Issuer has breached the related Sales Agreement (including the Issuer’s representations and warranties of the Seller with respect in Section 5.1 and 5.2 to the Mortgage Loans set forth in the Sales Agreement)same extent as for any other Pledged Loan. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance In connection with the procedures specified above. For any month in which Saxon or a Seller substitutes substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Defective Loans, the Master Servicer shall determine and notify the Substitution Adjustment Amount. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the Depositor acquired such Defective Loan, the Issuer shall direct the applicable Seller to perform its obligation under such Purchase Agreement to pay to the Trustee the Substitution Adjustment Amount in writing immediately available funds. Such Substitution Adjustment Amount shall be paid to the Trustee and treated as if it were a portion of the amount, if any, by Release Price for the Defective Loan and included in Available Funds as such. If such Defective Loan constitutes a Defective Loan as defined in the Purchase Agreement pursuant to which the aggregate Unpaid Principal Balance Depositor acquired such Defective Loan, then, notwithstanding any other provision of all this Indenture, the Issuer shall have no obligation or liability to pay the Substitution Adjustment Amount with respect to such Qualified Substitute Mortgage Loans as of Defective Loan should the date of substitution is less than applicable Seller fail to perform its obligation under the aggregate Unpaid Principal Balance of all Purchase Agreement to pay such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered Adjustment Amount to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal to the Substitution ShortfallTrustee.

Substitution. Unless otherwise provided in Notwithstanding the Trust Agreementprevious paragraph, the right to substitute Seller may, at its option and assuming that Seller has a Qualified Substitute Mortgage Revolving Credit Loan for any or Loans, rather than repurchase the Revolving Credit Loan as provided above, remove such Revolving Credit Loan ("Deleted Mortgage Revolving Credit Loan") and substitute in its place a Qualified Substitute Revolving Credit Loan that is an asset of or Loans. If the Trust Seller has no Qualified Substitute Revolving Credit Loan, it shall be limited to (i) in repurchase the case of substitutions pursuant to Section 2.03(a) or 2.03(c) hereof, the one-year period beginning on the Closing Date and (ii) in the case of any other substitution, the three-month period beginning on the Closing DateDefective Revolving Credit Loan. EXECUTION COPY ** Confidential treatment requested As to any Deleted Mortgage Revolving Credit Loan for which Saxon or a the Seller substitutes one or more a Qualified Substitute Mortgage Revolving Credit Loan or Loans, Saxon or the Seller, as the case may be, Seller shall effect such substitution by delivering to the Custodian Purchaser or its designee for each such Qualified Substitute Mortgage Revolving Credit Loan or Loans the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, Legal Documents as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereofby Section 2. Upon such substitution, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Revolving Credit Loan complies with or Loans shall be subject to the terms of the Trust this Agreement and notify the Master Servicer in all respects, and the Trustee in writing of such substitution. Monthly Payments due Seller shall be deemed to have made with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Revolving Credit Loan shall be subjector Loans, as of the date of its substitution, to the terms of the Trust Agreement in all respects (including the covenants, representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In additionSections 3.01, in the case of any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the related Sales Agreement (including the representations 3.02 and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above3.03. For any month in which Saxon or a the Seller substitutes one or more Qualified Substitute Mortgage Revolving Credit Loans for one or more Deleted Mortgage Revolving Credit Loans, the Master Servicer shall Seller will determine and notify the Trustee in writing of the amount, amount (if any, ) by which the aggregate Unpaid Principal Balance principal balance of all such Qualified Substitute Mortgage Revolving Credit Loans as of the date of substitution (after application of scheduled principal payments due in the month of substitution which have been received or as to which an advance has been made) is less than the aggregate Unpaid Principal Balance outstanding principal balance of all such Deleted Mortgage Revolving Credit Loans. The amount of such shortfall shall be paid by the Seller on the date of such substitution by wire transfer of immediately available funds directly to the Purchaser's Account. If the amount of the aggregate principal balance of all such Qualified Substitute Revolving Credit Loans as of the date of substitution (after application of Monthly Payments scheduled principal payments due in the month of substitutionsubstitution which have been received or as to which an advance has been made) (is greater than the "Substitution Shortfall"). On aggregate outstanding principal balance of all such Deleted Revolving Credit Loans, the amount of such overage shall be credited to the Seller on the date of such substitution, Saxon or the Seller, as the case may be, shall deliver or cause to be delivered substitution by wire transfer of immediately available funds directly to the Paying Agent, for deposit into Purchaser's Account. Any repurchase of a Defective Revolving Credit Loan required hereunder shall be accomplished by payment of the Asset Proceeds Account, an amount equal applicable Repurchase Price within 3 Business Days of the expiration of the applicable time period referred to above in paragraph 3.04(c) by wire transfer of immediately available funds directly to the Substitution Shortfall.Purchaser's Account. It is understood and agreed that the obligations of a Seller (a) set forth in Section 3.04(c) to cure any breach of Seller's representations and warranties contained in Sections 3.01, 3.02 and 3.03 or to repurchase the Defective Revolving Credit Loan(s) and (b) set forth in Section 5.01 to indemnify the Purchaser in connection with any breach of a Seller's representations and warranties contained in Sections 3.01, 3.02 and 3.03 shall constitute the sole remedies of the Purchaser respecting a breach of such representations and warranties. Intentionally omitted. EXECUTION COPY ** Confidential treatment requested

Substitution. Unless otherwise provided in The Depositor or the Trust Agreement, the right to applicable Servicer may substitute a Qualified Substitute Replacement Mortgage Loan or Loans for any Deleted Mortgage Loan that is an asset of the Trust shall required to be limited to (i) in the case of substitutions repurchased pursuant to Section 2.03(a) 2.01, 2.02, 2.03 or 2.03(c) hereof2.04 or the applicable Warranty and Servicing Agreement, the one-year period beginning on the Closing Date and (ii) which substitution shall be accomplished in the case of any other substitution, manner and subject to the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon conditions set forth in Section 2.03 or the Seller, as the case may be, shall effect applicable Warranty and Servicing Agreement; provided that any such substitution by delivering to must be effected within three months after the Custodian for each such Qualified Substitute Mortgage Loan Delivery Date (or within two years after the Delivery Date if the related Mortgage NoteLoan is a "defective obligation" within the meaning of Section 860G(a)(4)(A)(ii) of the Code) and must be accompanied by an Officers' Certificate delivered to the Trustee, certifying that such Replacement Mortgage Loan conforms to the related Security Instrument, the related Assignment(s)requirements of this Agreement, and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate by an Opinion of an Officer of Saxon Counsel to the effect that each such Qualified Substitute Mortgage Loan complies with substitution will not cause REMIC I or REMIC II to fail to qualify as a REMIC and will not result in a prohibited transaction tax, which Opinion of Counsel shall be paid for by the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of Person desiring to make such substitution. Monthly Payments due In connection with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects (including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any substitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall Trustee will determine and notify the Trustee in writing of the amount, amount (if any, ) by which the aggregate Unpaid Principal Balance principal balance of all such Qualified Substitute Replacement Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to Certificateholders in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, Saxon The Depositor or the SellerServicer, as the case may be, shall deliver deposit the amount of such shortfall into the Certificate Account on the day of substitution, without any reimbursement therefor. The Depositor or cause the Servicer, as the case may be, shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and by an Opinion of Counsel to the effect that such substitution will not cause: (a) any federal tax to be delivered imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the Trust Fund to the Paying Agent, for deposit into the Asset Proceeds Account, an amount equal fail to the Substitution Shortfallqualify as a REMIC at any time that any Certificate is outstanding.