Common use of Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee Clause in Contracts

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day, on any Subsequent Transfer Date and any day on which a Qualified Replacement Mortgage is conveyed to the Trust an acknowledgment of receipt in the form attached as Exhibit C hereto of the Mortgage Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Day, any Subsequent Transfer Date, and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review any documents delivered by the Sponsor within 90 days after the Startup Day (or within 90 days with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage after the assignment thereof) and to deliver to the Sponsor, the Certificate Insurer and the Master Servicer a Certification in the form attached as Exhibit D hereto. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan. (b) If the Trustee during such 90-day period finds any document constituting a part of a Mortgage File which (i) is not properly executed, (ii) has not been received within the specified period, (iii) is unrelated to the Mortgage Loans identified in the Schedules of Mortgage Loans, or (iv) that any Mortgage Loan does not conform in a material respect to the description thereof as set forth in the Schedules of Mortgage Loans, the Trustee shall promptly so notify the Sponsor and the Certificate Insurer. In performing any such review, the Trustee may 56 58 conclusively rely on the Sponsor as to the purported genuineness of any such document and any signature thereon. The Sponsor agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice respecting such defect the Sponsor has not remedied or caused to be remedied the defect and the defect materially and adversely affects the interest of the Owners or of the Certificate Insurer in the related Mortgage Loan, the Sponsor will (or will cause the related Originator or an affiliate of the Sponsor to) on the next succeeding Remittance Date (i) substitute in lieu of such Mortgage Loan a Qualified Replacement Mortgage and, deliver the Substitution Amount or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution the Sponsor shall cause at the Sponsor's expense to be delivered to the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC or would jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, and the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC or would not jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion or (iii) at the direction of the Control Party. Upon receipt of any Qualified Replacement Mortgage or of written notification signed by a Servicing Officer to the effect that the Loan Purchase Price in respect of such Mortgage Loan has been deposited into the Principal and Interest Account, then as promptly as practicable, the Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Mortgage Loan and to either convey a Qualified Replacement Mortgage or to make a deposit of any related Loan Purchase Price into the Principal and Interest Account shall constitute the sole remedy respecting such defect available to Owners, the Trustee and the Certificate Insurer against the Sponsor. The Sponsor, promptly following the transfer of a Mortgage Loan from or to the Trust pursuant to this Section, shall deliver an amended Schedule of Mortgage Loans to the Trustee and the Certificate Insurer and shall make appropriate entries in its general account records to reflect such transfer. The Master Servicer shall, following such retransfer, appropriately mark xxx records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trust. (c) As to any Qualified Replacement Mortgage, the Sponsor shall deliver to the Trustee with respect to such Qualified Replacement Mortgage such documents and agreements as are required to be held by the Trustee in accordance with Section 3.6. For any Remittance Period during which the Sponsor substitutes one or more Qualified Replacement Mortgages, the Master Servicer shall determine the Substitution Amount, which amount shall be deposited by the Sponsor in the Principal and Interest Account at the time of substitution. All amounts received in respect of the Qualified Replacement Mortgage during the Remittance Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust Estate and shall not be deposited by the Master Servicer in the Principal and Interest

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day, on any Subsequent Transfer Date and any day on which a Qualified Replacement Mortgage is conveyed to the Trust an acknowledgment of receipt in the form attached as Exhibit C D hereto of the Mortgage Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Day, any Subsequent Transfer Date, and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review any documents delivered by the Sponsor within 90 days after the Startup Day (or within 90 days with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage after the assignment thereof) and to deliver to the Sponsor, the Certificate Insurer and the Master Servicer a Certification in the form attached as Exhibit D E hereto. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan. . 56 58 (b) If the Trustee during such 90-day period finds any document constituting a part of a Mortgage File which (i) is not properly executed, (ii) has not been received within the specified period, (iii) or is unrelated to the Mortgage Loans identified in the Schedules of Mortgage Loans, or (iv) that any Mortgage Loan does not conform in a material respect to the description thereof as set forth in the Schedules of Mortgage Loans, the Trustee shall promptly so notify the Sponsor and the Certificate Insurer. In performing any such review, the Trustee may 56 58 conclusively rely on the Sponsor as to the purported genuineness of any such document and any signature thereon. The Sponsor agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Sponsor has not remedied or caused to be remedied the defect and the defect materially and adversely affects the interest in the related Mortgage Loan of the Owners or of the Certificate Insurer in the related Mortgage LoanInsurer, the Sponsor will (or will cause the related Originator or an affiliate of the Sponsor to) on the next succeeding Remittance Date (i) substitute in lieu of such Mortgage Loan a Qualified Replacement Mortgage and, deliver the Substitution Amount applicable thereto to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution the Sponsor shall cause at the Sponsor's expense to be delivered to the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC or would jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, and the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC or would not jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion or (iii) at the direction of the Control Party. Upon receipt of any Qualified Replacement Mortgage or of written notification signed by a Servicing Officer to the effect that the Loan Purchase Price in respect of such Mortgage Loan has been deposited into the Principal and Interest Account, then as promptly as practicable, the Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Mortgage Loan and to either convey a Qualified Replacement Mortgage or to make a deposit of any related Loan Purchase Price into the Principal and Interest Account shall constitute the sole remedy respecting such defect available to Owners, the Trustee and the Certificate Insurer against the Sponsor. The Sponsor, promptly following the transfer of a Mortgage Loan from or to the Trust pursuant to this Section, shall deliver an amended Schedule of Mortgage Loans to the Trustee and the Certificate Insurer and shall make appropriate entries in its general account records to reflect such transfer. The Master Servicer shall, following such retransfer, appropriately mark xxx records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trust. (c) As to any Qualified Replacement Mortgage, the Sponsor shall deliver to the Trustee with respect to such Qualified Replacement Mortgage such documents and agreements as are required to be held by the Trustee in accordance with Section 3.6. For any Remittance Period during which the Sponsor substitutes one or more Qualified Replacement Mortgages, the Master Servicer shall determine the Substitution Amount, which amount shall be deposited by the Sponsor in the Principal and Interest Account at the time of substitution. All amounts received in respect of the Qualified Replacement Mortgage during the Remittance Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust Estate and shall not be deposited by the Master Servicer in the Principal and Interest

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on cause the Startup Day, on any Subsequent Transfer Date and any day on which a Qualified Replacement Mortgage is conveyed Custodian to the Trust an acknowledgment of receipt in the form attached as Exhibit C hereto of the Mortgage Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Day, any Subsequent Transfer Date, and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Trustee, the Seller, the Servicer and the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review any documents delivered by the Sponsor within 90 days after on the Startup Day (or within 90 days with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage after the assignment thereof) and to deliver to the Sponsor, the Certificate Insurer and the Master Servicer a an Initial Certification in the form attached annexed hereto as Exhibit D heretoE (and as an exhibit to the Custodial Agreement) to the effect that, as to each Mortgage Loan listed in the Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Schedule of Mortgage Loans as to (a) the Seller's loan number, (b) the Mortgagor's name, (c) the address (including the state and zip code) of the Property, (d) the original Loan Balance, (e) the monthly payment of principal and interest, (f) the initial Coupon Rate, (g) the date the loan was closed, (h) the first payment date and (i) the maturity of the related Note, accurately reflects information set forth in the File. The Trustee and the Custodian shall not be under no any duty or obligation to inspect, review or examine any such said documents, instruments, certificates or other papers to determine that they the same are genuine, enforceable, enforceable or appropriate for the represented purpose purpose, or that they are in recordable form or have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Startup Day (or, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any document delivered after the Startup Day, within 45 days of receipt or 90 days after the Startup Day, whichever is later and with respect to any Subsequent Mortgage LoanLoan or Qualified Replacement Mortgage, within 45 days after the assignment thereof or 90 days after the Startup Day, whichever is later) the Trustee shall cause the Custodian to deliver to the Trustee, the Seller, the Certificate Insurer and the Servicer a Final Certification in the form annexed hereto as Exhibit F (and as an exhibit to the Custodial Agreement) evidencing the completeness of the Files, with any applicable exceptions noted thereon. (b) If in the Trustee during such 90-day period process of reviewing the Files and preparing the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File (which (ithe Trustee is required to review) which is not properly executed, (ii) has not been received within the specified period, (iii) period or is unrelated to the Mortgage Loans identified in the Schedules Schedule of Mortgage Loans, or (iv) that any Mortgage Loan does not conform in a material respect as to the description thereof loan number and address as set forth in the Schedules Schedule of Mortgage Loans, the Trustee Custodian, on behalf of the Trustee, shall promptly so notify the Sponsor Trustee, the Seller and the Certificate Insurer. In performing any such review, the Trustee may 56 58 conclusively rely on the Sponsor as to the purported genuineness of any such document and any signature thereon. The Sponsor agrees to Seller shall use reasonable efforts to remedy a material cure any such defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after from the Trustee's notice respecting date on which the Seller was notified of such defect, and if the Seller does not cure such defect the Sponsor has not remedied or caused to be remedied the defect and the defect materially and adversely affects the interest of the Owners or of the Certificate Insurer in the related Mortgage Loanall material respects during such period, the Sponsor Seller will (or will cause the related Originator or an affiliate of the Sponsor Seller to) on the next succeeding Remittance Date (i) substitute in lieu of such Mortgage Loan a Qualified Replacement Mortgage and, and deliver the Substitution Amount applicable thereto to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution the Sponsor Seller shall cause at the SponsorSeller's expense to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC Trust or would jeopardize the status of the UpperTrust (other than the Non-Tier REMIC or Lower-Tier REMIC Accounts) as a REMIC, and the Sponsor Seller shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC Trust or would not jeopardize the status of the UpperTrust (other than the Non-Tier REMIC or Lower-Tier REMIC Accounts) as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion or (iii) at the direction of the Control Party. Upon receipt of any Qualified Replacement Mortgage or of written notification signed by a Servicing Officer to the effect that the Loan Purchase Price in respect of such Mortgage Loan has been deposited into the Principal and Interest Account, then as promptly as practicable, the Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Mortgage Loan and to either convey a Qualified Replacement Mortgage or to make a deposit of any related Loan Purchase Price into the Principal and Interest Account shall constitute the sole remedy respecting such defect available to Owners, the Trustee and the Certificate Insurer against the Sponsor. The Sponsor, promptly following the transfer of a Mortgage Loan from or to the Trust pursuant to this Section, shall deliver an amended Schedule of Mortgage Loans to the Trustee and the Certificate Insurer and shall make appropriate entries in its general account records to reflect such transfer. The Master Servicer shall, following such retransfer, appropriately mark xxx records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trustopinion. (c) As to any Qualified Replacement Mortgage, the Sponsor shall deliver to the Trustee with respect to such Qualified Replacement Mortgage such documents and agreements as are required to be held by the Trustee in accordance with Section 3.6. For any Remittance Period during which the Sponsor substitutes one or more Qualified Replacement Mortgages, the Master Servicer shall determine the Substitution Amount, which amount shall be deposited by the Sponsor in the Principal and Interest Account at the time of substitution. All amounts received in respect of the Qualified Replacement Mortgage during the Remittance Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust Estate and shall not be deposited by the Master Servicer in the Principal and Interest

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day, Day and on any Subsequent Transfer Date and any day on which a Qualified Replacement Mortgage is conveyed to the Trust Dates an acknowledgment of receipt in the form attached as Exhibit C D hereto of the Mortgage Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Start-Up Day, any Subsequent Transfer Date, and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review any documents delivered by the Sponsor within 90 days after the Startup Day (or within 90 days with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage after the assignment thereof) and to deliver to the Sponsor, the Certificate Insurer and the Master Servicer a Certification in the form attached as Exhibit D E hereto. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan. (b) If the Trustee during such 90-day period finds any document constituting a part of a Mortgage File which (i) is not properly executed, (ii) has not been received within the specified period, (iii) or is unrelated to the Mortgage Loans identified in the Schedules of Mortgage Loans, or (iv) that any Mortgage Loan does not conform in a material respect to the description thereof as set forth in the Schedules of Mortgage Loans, the Trustee shall promptly so notify the Sponsor and the Certificate Insurer. In performing any such review, the Trustee may 56 58 conclusively rely on the Sponsor as to the purported genuineness of any such document and any signature thereon. The Sponsor agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Sponsor has not remedied or caused to be remedied the defect and the defect materially and adversely affects the interest in the related Mortgage Loan of the Owners or of the Certificate Insurer in the related Mortgage LoanInsurer, the Sponsor will (or will cause the related Originator or an affiliate of the Sponsor to) on the next succeeding Remittance Date (i) substitute in lieu of such Mortgage Loan a Qualified Replacement Mortgage and, deliver the Substitution Amount applicable thereto to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution the Sponsor shall cause at the Sponsor's expense to be delivered to the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC Trust or would jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC Trust as a REMIC, and the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC Trust or would not jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC Trust as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion or (iii) at the direction of the Control Party. Upon receipt of any Qualified Replacement Mortgage or of written notification signed by a Servicing Officer to the effect that the Loan Purchase Price in respect of such Mortgage Loan has been deposited into the Principal and Interest Account, then as promptly as practicable, the Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Mortgage Loan and to either convey a Qualified Replacement Mortgage or to make a deposit of any related Loan Purchase Price into the Principal and Interest Account shall constitute the sole remedy respecting such defect available to Owners, the Trustee and the Certificate Insurer against the Sponsor. The Sponsor, promptly following the transfer of a Mortgage Loan from or to the Trust pursuant to this Section, shall deliver an amended Schedule of Mortgage Loans to the Trustee and the Certificate Insurer and shall make appropriate entries in its general account records to reflect such transfer. The Master Servicer shall, following such retransfer, appropriately mark xxx records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trust. (c) As to any Qualified Replacement Mortgage, the Sponsor shall deliver to the Trustee with respect to such Qualified Replacement Mortgage such documents and agreements as are required to be held by the Trustee in accordance with Section 3.6. For any Remittance Period during which the Sponsor substitutes one or more Qualified Replacement Mortgages, the Master Servicer shall determine the Substitution Amount, which amount shall be deposited by the Sponsor in the Principal and Interest Account at the time of substitution. All amounts received in respect of the Qualified Replacement Mortgage during the Remittance Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust Estate and shall not be deposited by the Master Servicer in the Principal and Interest

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Seller, the Servicer, the Master Servicer and the Certificate Insurer on the Startup Day, on any Subsequent Transfer Date and any day on which a Qualified Replacement Mortgage is conveyed to the Trust Day an acknowledgment of receipt in the form attached as Exhibit C hereto of the Mortgage Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Day, any Subsequent Transfer Date, and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review any documents delivered by the Sponsor within 90 days after the Startup Day (or within 90 days with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage after the assignment thereof) and to deliver to the Sponsor, the Certificate Insurer and the Master Servicer a Initial Certification in the form attached annexed hereto as Exhibit D heretoE to the effect that, as to each Mortgage Loan listed in the Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Schedule of Mortgage Loans as to loan number and address accurately reflects information set forth in the File. The Trustee shall not be under no any duty or obligation to inspect, review or examine any such said documents, instruments, certificates or other papers to determine that they the same are genuine, enforceable, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Startup Day (or, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any document delivered after the Startup Day, within 45 days of receipt or 90 days after the Startup Day, whichever is later and with respect to any Subsequent Mortgage LoanLoan or Qualified Replacement Mortgage, within 45 days after the assignment thereof or 90 days after the Startup Day, whichever is later) the Trustee shall deliver to the Seller, Certificate Insurer and the Servicer a Final Certification in the form annexed hereto as Exhibit F evidencing the completeness of the Files, with any applicable exceptions noted thereon. (b) If in the process of reviewing the Files and preparing the certifications referred to above, the Trustee during such 90-day period finds any document or documents constituting a part of a Mortgage File (which (ithe Trustee is required to review) which is not properly executed, (ii) has not been received within the specified period, (iii) period or is unrelated to the Mortgage Loans identified in the Schedules Schedule of Mortgage Loans, or (iv) that any Mortgage Loan does not conform in a material respect as to the description thereof loan number and address as set forth in the Schedules Schedule of Mortgage Loans, the Trustee shall promptly so notify the Sponsor Seller, the Master Servicer and the Certificate Insurer. In performing any such review, the Trustee may 56 58 conclusively rely on the Sponsor as to the purported genuineness of any such document and any signature thereon. The Sponsor agrees to Seller shall use reasonable efforts to remedy a material cure any such defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after from the Trustee's notice respecting date on which the Seller was notified of such defect, and if the Seller does not cure such defect the Sponsor has not remedied or caused to be remedied the defect and the defect materially and adversely affects the interest of the Owners or of the Certificate Insurer in the related Mortgage Loanall material respects during such period, the Sponsor Seller will (or will cause the related Originator or an affiliate of the Sponsor Seller to) on the next succeeding Remittance Date (i) substitute in lieu of such Mortgage Loan a Qualified Replacement Mortgage and, and deliver the Substitution Amount applicable thereto to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution the Sponsor Seller shall cause at the SponsorSeller's expense to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC Trust or would jeopardize the status of the UpperTrust (other than the Non-Tier REMIC or Lower-Tier REMIC Accounts) as a REMIC, and the Sponsor Seller shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC Trust or would not jeopardize the status of the UpperTrust (other than the Non-Tier REMIC or Lower-Tier REMIC Accounts) as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion or (iii) at the direction of the Control Party. Upon receipt of any Qualified Replacement Mortgage or of written notification signed by a Servicing Officer to the effect that the Loan Purchase Price in respect of such Mortgage Loan has been deposited into the Principal and Interest Account, then as promptly as practicable, the Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Mortgage Loan and to either convey a Qualified Replacement Mortgage or to make a deposit of any related Loan Purchase Price into the Principal and Interest Account shall constitute the sole remedy respecting such defect available to Owners, the Trustee and the Certificate Insurer against the Sponsor. The Sponsor, promptly following the transfer of a Mortgage Loan from or to the Trust pursuant to this Section, shall deliver an amended Schedule of Mortgage Loans to the Trustee and the Certificate Insurer and shall make appropriate entries in its general account records to reflect such transfer. The Master Servicer shall, following such retransfer, appropriately mark xxx records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trustopinion. (c) As to any Qualified Replacement Mortgage, the Sponsor shall deliver to the Trustee with respect to such Qualified Replacement Mortgage such documents and agreements as are required to be held by the Trustee in accordance with Section 3.6. For any Remittance Period during which the Sponsor substitutes one or more Qualified Replacement Mortgages, the Master Servicer shall determine the Substitution Amount, which amount shall be deposited by the Sponsor in the Principal and Interest Account at the time of substitution. All amounts received in respect of the Qualified Replacement Mortgage during the Remittance Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust Estate and shall not be deposited by the Master Servicer in the Principal and Interest

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Seller, the Servicer and the Certificate Insurer on the Startup Day, on any Subsequent Transfer Date and any day on which a Qualified Replacement Mortgage is conveyed to the Trust Day an acknowledgment of receipt in the form attached as Exhibit C hereto of the Mortgage Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Day, any Subsequent Transfer Date, and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review any documents delivered by the Sponsor within 90 days after the Startup Day (or within 90 days with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage after the assignment thereof) and to deliver to the Sponsor, the Certificate Insurer and the Master Servicer a Initial Certification in the form attached annexed hereto as Exhibit D heretoE to the effect that, as to each Mortgage Loan listed in the Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Schedule of Mortgage Loans as to loan number and address accurately reflects information set forth in the File. The Trustee shall not be under no any duty or obligation to inspect, review or examine any such said documents, instruments, certificates or other papers to determine that they the same are genuine, enforceable, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Startup Day (or, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage LoanLoan or Qualified Replacement Mortgage, within 45 days after the assignment thereof) the Trustee shall deliver to the Seller, Certificate Insurer and the Servicer a Final Certification in the form annexed hereto as Exhibit F evidencing the completeness of the Files, with any applicable exceptions noted thereon. (b) If in the process of reviewing the Files and preparing the certifications referred to above the Trustee during such 90-day period finds any document or documents constituting a part of a Mortgage File which (i) is not properly executed, (ii) has not been received within the specified period, (iii) period or is unrelated to the Mortgage Loans identified in the Schedules Schedule of Mortgage Loans, or (iv) that any Mortgage Loan does not conform in a material respect as to the description thereof loan number and address as set forth in the Schedules Schedule of Mortgage Loans, the Trustee shall promptly so notify the Sponsor Seller and the Certificate Insurer. In performing any such review, the Trustee may 56 58 conclusively rely on the Sponsor as to the purported genuineness of any such document and any signature thereon. The Sponsor agrees to Seller shall use reasonable efforts to remedy a material cure any such defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after from the Trustee's notice respecting date on which the Seller was notified of such defect, and if the Seller does not cure such defect the Sponsor has not remedied or caused to be remedied the defect and the defect materially and adversely affects the interest of the Owners or of the Certificate Insurer in the related Mortgage Loanall material respects during such period, the Sponsor Seller will (or will cause the related Originator or an affiliate of the Sponsor Seller to) on the next succeeding Remittance Date (i) substitute in lieu of such Mortgage Loan a Qualified Replacement Mortgage and, and deliver the Substitution Amount applicable thereto to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution the Sponsor Seller shall cause at the SponsorSeller's expense to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC Trust or would jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC Trust as a REMIC, and the Sponsor Seller shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC Trust or would not jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC Trust as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion or (iii) at the direction of the Control Party. Upon receipt of any Qualified Replacement Mortgage or of written notification signed by a Servicing Officer to the effect that the Loan Purchase Price in respect of such Mortgage Loan has been deposited into the Principal and Interest Account, then as promptly as practicable, the Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Mortgage Loan and to either convey a Qualified Replacement Mortgage or to make a deposit of any related Loan Purchase Price into the Principal and Interest Account shall constitute the sole remedy respecting such defect available to Owners, the Trustee and the Certificate Insurer against the Sponsor. The Sponsor, promptly following the transfer of a Mortgage Loan from or to the Trust pursuant to this Section, shall deliver an amended Schedule of Mortgage Loans to the Trustee and the Certificate Insurer and shall make appropriate entries in its general account records to reflect such transfer. The Master Servicer shall, following such retransfer, appropriately mark xxx records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trustopinion. (c) As to any Qualified Replacement Mortgage, the Sponsor shall deliver to the Trustee with respect to such Qualified Replacement Mortgage such documents and agreements as are required to be held by the Trustee in accordance with Section 3.6. For any Remittance Period during which the Sponsor substitutes one or more Qualified Replacement Mortgages, the Master Servicer shall determine the Substitution Amount, which amount shall be deposited by the Sponsor in the Principal and Interest Account at the time of substitution. All amounts received in respect of the Qualified Replacement Mortgage during the Remittance Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust Estate and shall not be deposited by the Master Servicer in the Principal and Interest

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day, on any Subsequent Transfer Date and any day on which a Qualified Replacement Mortgage is conveyed to the Trust an acknowledgment of receipt in the form attached as Exhibit C hereto of the Mortgage Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Day, any Subsequent Transfer Date, and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review any documents delivered by the Sponsor within 90 days after the Startup Day (or within 90 days with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage after the assignment thereof) and to deliver to the Sponsor, the Certificate Insurer and the Master Servicer a Certification in the form attached as Exhibit D hereto. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan. (b) If the Trustee during such 90-day period finds any document constituting a part of a Mortgage File which (i) is not properly executed, (ii) has not been received within the specified period, (iii) is unrelated to the Mortgage Loans identified in the Schedules of Mortgage Loans, or (iv) that any Mortgage Loan does not conform in a material respect to the description thereof as set forth in the Schedules of Mortgage Loans, the Trustee shall promptly so notify the Sponsor and the Certificate Insurer. In performing any such review, the Trustee may 56 58 conclusively rely on the Sponsor as to the purported genuineness of any such document and any signature thereon. The Sponsor agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice respecting such defect the Sponsor has not remedied or caused to be remedied the defect and the defect materially and adversely affects the interest of the Owners or of the Certificate Insurer in the related Mortgage Loan, the Sponsor will (or will cause the related Originator or an affiliate of the Sponsor to) on the next succeeding Remittance Date (i) substitute in lieu of such Mortgage Loan a Qualified Replacement Mortgage and, deliver the Substitution Amount or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution the Sponsor shall cause at the Sponsor's expense to be delivered to the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC or would jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, and the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC or would not jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion or (iii) at the direction of the Control Party. Upon receipt of any Qualified Replacement Mortgage or of written notification signed by a Servicing Officer to the effect that the Loan Purchase Price in respect of such Mortgage Loan has been deposited into the Principal and Interest Account, then as promptly as practicable, the Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Mortgage Loan and to either convey a Qualified Replacement Mortgage or to make a deposit of any related Loan Purchase Price into the Principal and Interest Account shall constitute the sole remedy respecting such defect available to Owners, the Trustee and the Certificate Insurer against the Sponsor. The Sponsor, promptly following the transfer of a Mortgage Loan from or to the Trust pursuant to this Section, shall deliver an amended Schedule of Mortgage Loans to the Trustee and the Certificate Insurer and shall make appropriate entries in its general account records to reflect such transfer. The Master Servicer shall, following such retransfer, appropriately mark xxx records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trust. (c) As to any Qualified Replacement Mortgage, the Sponsor shall deliver to the Trustee with respect to such Qualified Replacement Mortgage such documents and agreements as are required to be held by the Trustee in accordance with Section 3.6. For any Remittance Period during which the Sponsor substitutes one or more Qualified Replacement Mortgages, the Master Servicer shall determine the Substitution Amount, which amount shall be deposited by the Sponsor in the Principal and Interest Account at the time of substitution. All amounts received in respect of the Qualified Replacement Mortgage during the Remittance Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust Estate and shall not be deposited by the Master Servicer in the Principal and Interest

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Seller, the Servicer and the Certificate Insurer on the Startup Day, on any Subsequent Transfer Date and any day on which a Qualified Replacement Mortgage is conveyed to the Trust Day an acknowledgment of receipt in the form attached as Exhibit C hereto of the Mortgage Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Day, any Subsequent Transfer Date, and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review any documents delivered by the Sponsor within 90 days after the Startup Day (or within 90 days with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage after the assignment thereof) and to deliver to the Sponsor, the Certificate Insurer and the Master Servicer a Initial Certification in the form attached annexed hereto as Exhibit D heretoE to the effect that, as to each Mortgage Loan listed in the Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Schedule of Mortgage Loans as to loan number and address accurately reflects information set forth in the File. The Trustee shall not be under no any duty or obligation to inspect, review or examine any such said documents, instruments, certificates or other papers to determine that they the same are genuine, enforceable, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Startup Day (or, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any document delivered after the Startup Day, within 45 days of receipt or 90 days after the Startup Day, whichever is later and with respect to any Subsequent Mortgage LoanLoan or Qualified Replacement Mortgage, within 45 days after the assignment thereof or 90 days after the Startup Day, whichever is later) the Trustee shall deliver to the Seller, Certificate Insurer and the Servicer a Final Certification in the form annexed hereto as Exhibit F evidencing the completeness of the Files, with any applicable exceptions noted thereon. (b) If in the process of reviewing the Files and preparing the certifications referred to above, the Trustee during such 90-day period finds any document or documents constituting a part of a Mortgage File (which (ithe Trustee is required to review) which is not properly executed, (ii) has not been received within the specified period, (iii) period or is unrelated to the Mortgage Loans identified in the Schedules Schedule of Mortgage Loans, or (iv) that any Mortgage Loan does not conform in a material respect as to the description thereof loan number and address as set forth in the Schedules Schedule of Mortgage Loans, the Trustee shall promptly so notify the Sponsor Seller and the Certificate Insurer. In performing any such review, the Trustee may 56 58 conclusively rely on the Sponsor as to the purported genuineness of any such document and any signature thereon. The Sponsor agrees to Seller shall use reasonable efforts to remedy a material cure any such defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after from the Trustee's notice respecting date on which the Seller was notified of such defect, and if the Seller does not cure such defect the Sponsor has not remedied or caused to be remedied the defect and the defect materially and adversely affects the interest of the Owners or of the Certificate Insurer in the related Mortgage Loanall material respects during such period, the Sponsor Seller will (or will cause the related Originator or an affiliate of the Sponsor Seller to) on the next succeeding Remittance Date (i) substitute in lieu of such Mortgage Loan a Qualified Replacement Mortgage and, and deliver the Substitution Amount applicable thereto to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution the Sponsor Seller shall cause at the SponsorSeller's expense to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC Trust or would jeopardize the status of the UpperTrust (other than the Non-Tier REMIC or Lower-Tier REMIC Accounts) as a REMIC, and the Sponsor Seller shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC Trust or would not jeopardize the status of the UpperTrust (other than the Non-Tier REMIC or Lower-Tier REMIC Accounts) as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion or (iii) at the direction of the Control Party. Upon receipt of any Qualified Replacement Mortgage or of written notification signed by a Servicing Officer to the effect that the Loan Purchase Price in respect of such Mortgage Loan has been deposited into the Principal and Interest Account, then as promptly as practicable, the Trustee shall execute such documents and instruments of transfer presented by the Sponsor, in each case without recourse, representation or warranty, and take such other actions as shall reasonably be requested by the Sponsor to effect such transfer by the Trust of such Mortgage Loan pursuant to this Section. It is understood and agreed that the obligation of the Sponsor to accept a transfer of a Mortgage Loan and to either convey a Qualified Replacement Mortgage or to make a deposit of any related Loan Purchase Price into the Principal and Interest Account shall constitute the sole remedy respecting such defect available to Owners, the Trustee and the Certificate Insurer against the Sponsor. The Sponsor, promptly following the transfer of a Mortgage Loan from or to the Trust pursuant to this Section, shall deliver an amended Schedule of Mortgage Loans to the Trustee and the Certificate Insurer and shall make appropriate entries in its general account records to reflect such transfer. The Master Servicer shall, following such retransfer, appropriately mark xxx records to indicate that it is no longer servicing such Mortgage Loan on behalf of the Trustopinion. (c) As to any Qualified Replacement Mortgage, the Sponsor shall deliver to the Trustee with respect to such Qualified Replacement Mortgage such documents and agreements as are required to be held by the Trustee in accordance with Section 3.6. For any Remittance Period during which the Sponsor substitutes one or more Qualified Replacement Mortgages, the Master Servicer shall determine the Substitution Amount, which amount shall be deposited by the Sponsor in the Principal and Interest Account at the time of substitution. All amounts received in respect of the Qualified Replacement Mortgage during the Remittance Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust Estate and shall not be deposited by the Master Servicer in the Principal and Interest