Common use of Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases Clause in Contracts

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(b) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, Seller at the Seller's it’s option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, Seller at the Seller's it’s option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of any REMIC executed hereunder or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Depositor or the Trustee Sponsor that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the SellerSponsor, at the Seller's its option, to shall either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 ninety (90) days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller Sponsor the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Servicer, or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, Counsel (which Opinion of Counsel such Representing Party shall not be at the expense of either the Trustee or the Trust Funduse reasonable efforts to obtain), addressed to the Trustee, Trustee to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the any Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the SellerCHL's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(e) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, Counsel (which Opinion of Counsel such Representing Party shall not be at the expense of either the Trustee or the Trust Funduse reasonable efforts to obtain), addressed to the Trustee, Trustee to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the any Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of 860G(a)(3)of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the SellerCHL's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(e) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(386OG(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(b) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, EMC or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee and the Securities Administrator. In connection therewith, the Trustee EMC shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller EMC the Mortgage Loan to be released pursuant hereto (and the related Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Depositor or the Trustee Sponsor that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the SellerSponsor, at the Seller's its option, to shall either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 ninety (90) days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller Sponsor the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, EMC or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, EMC in its capacity as Seller at the Seller's EMC’s option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller EMC the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, EMC or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, EMC in its capacity as Seller at the Seller's EMC’s option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller EMC the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee Trustee, with a copy to the Custodian, an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I or REMIC II or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any either REMIC created under this Agreement I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee, with a copy to the Custodian, of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Servicer, the Custodian or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II, REMIC III or REMIC IV or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any either REMIC created under this Agreement I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I or REMIC II or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee Trustee, or the Custodian acting on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I or REMIC II or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Depositor or the Trustee Seller that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's its option, to shall either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 ninety (90) days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Sponsor or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, Sponsor at the Seller's it’s option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller Sponsor the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Servicer, or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. If the NIM Insurer discovers such facts, it may notify the parties to this Agreement. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditionsterms, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or reasonably foreseeable default with respect to such Mortgage Loan and (b) receipt by the Trustee and the Securities Administrator of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Sponsor or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee and the Securities Administrator. In connection therewith, the Trustee Sponsor at it’s option shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller Sponsor the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any either REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Servicer, or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee and the Certificate Insurer an Opinion of Counsel, Counsel (which Opinion of Counsel such Representing Party shall not be at the expense of either the Trustee or the Trust Funduse reasonable efforts to obtain), addressed to the Trustee, Trustee to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee and the Certificate Insurer of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the any Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer and the Certificate Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the SellerCHL's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(f) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Servicer, or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. If the NIM Insurer discovers such facts, it may notify the parties to this Agreement. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditionsterms, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee and the Securities Administrator of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Custodian or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties, the Trustee and the Securities Administrator. In connection therewith, the Trustee Trustee, or the Custodian on its behalf, shall require the Seller, at the Seller's ’s option, to either (i) substitute, if the conditions in Section 2.03(c2.03(d) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee Trustee, or the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of any REMIC created hereunder or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Depositor or the Trustee Sponsor that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the SellerSponsor, at the Seller's its option, to shall either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 ninety (90) days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller Sponsor the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee Trustee, with a copy to the Custodian, an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee, with a copy to the Custodian, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, either Master Servicer, the Master Servicer Custodian or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I or REMIC II or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, EMC or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, EMC in its capacity as Seller at the Seller's EMC’s option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller EMC the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee and the Certificate Insurers an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Certificate Insurers, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee and the Certificate Insurers of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Custodian, the Certificate Insurers or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee Trustee, or the Custodian on its behalf, shall require the Seller, at the Seller's ’s option, to either (i) substitute, if the conditions in Section 2.03(c2.03(d) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee Trustee, or the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII or REMIC VIII or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII or REMIC VIII to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, EMC or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee and the Securities Administrator. In connection therewith, the Trustee EMC (in its capacity as Sponsor and on behalf of Master Funding) shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller EMC (in its capacity as Sponsor and on behalf of Master Funding) the Mortgage Loan to be released pursuant hereto (and the related Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Person making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Date"startup date", as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the SellerSubservicer, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the SellerDepositor, at the SellerDepositor's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller Depositor the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the REMIC Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any the REMIC created under this Agreement Trust to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Person making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the SellerSubservicer, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the SellerDepositor, at the SellerDepositor's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller Depositor the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, Seller at the Seller's it’s option, to either (i) cure such defect or breach, (ii) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (iiiii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a defect or a breach of representation described in Section 2.02 or warranty made pursuant to Section 2.03, as applicable. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would for a Mortgage Loan repurchased for defect or a breach of a representation or warranty contained described in Section 2.02 or Section 2.03, as applicable.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Custodian or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee and the Securities Administrator. In connection therewith, the Trustee EMC shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller EMC the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee Trustee, with a copy to the Custodian, an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee, with a copy to the Custodian, of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Servicer, the Custodian or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on ” of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's ’s option, to either (i) substitute, if the conditions in Section 2.03(c2.03(b) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.01, 2.02, 2.03 or 2.03 2.05 shall be made more than 90 ninety (90) days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. A substitution pursuant to Section 2.01, 2.02, 2.03 or 2.05 that is made within ninety (90) days after the Closing Date shall not require the Seller to deliver to the Trustee an Opinion of Counsel. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. If the NIM Insurer discovers such facts, it may notify the parties to this Agreement. In connection therewith, the Trustee shall require the Seller, at the Seller's ’s option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 ninety (90) days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditionsterms, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Servicer, or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee and Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I or REMIC II or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Custodian or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee Trustee, or the Custodian on its behalf, shall require the Seller, at the Seller's ’s option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee Trustee, or the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, Counsel (which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fundsuch Representing Party will use reasonable efforts to obtain), addressed to the Trustee, Trustee to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the either Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the SellerCHL's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(d) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, Trustee to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the either Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the SellerCHL's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(d) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, Seller at the Seller's it’s option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 or addition of Mortgage Loans to the Trust Fund shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee and the Certificate Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Certificate Insurer, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II, REMIC III or REMIC IV or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee and the Certificate Insurer of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Certificate Insurer or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee and the Certificate Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Certificate Insurer, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee and the Certificate Insurer of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, EMC, the Seller, Certificate Insurer or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, EMC in its capacity as Seller at the Seller's EMC’s option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller EMC the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.01, 2.02, 2.03 or 2.03 2.05 shall be made more than 90 ninety (90) days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. A substitution pursuant to Section 2.01, 2.02, 2.03 or 2.05 that is made within ninety (90) days after the Closing Date shall not require the Seller to deliver to the Trustee an Opinion of Counsel. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other partiesparties and the NIMS Insurer. If the NIMS Insurer discovers such facts, it may notify the parties to this Agreement. In connection therewith, the Trustee shall require the Seller, at the Seller's ’s option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 ninety (90) days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditionsterms, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding Subsequent to any REMIC Elections and notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee Indenture Trustee, an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Indenture Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on ” of the Trust Fund Estate or contributions after the Startup REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Issuing Entity, the Depositor, the Seller, the Master Servicer Servicer, CHL or the Indenture Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Indenture Trustee shall require the SellerCHL, at the Seller's its option, to either (i) substitute, if the conditions in Section 2.03(c2.03(d) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Indenture Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, Counsel (which Opinion of Counsel such Representing Party shall not be at the expense of either the Trustee or the Trust Funduse reasonable efforts to obtain), addressed to the Trustee, Trustee to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on ” of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the any Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of 860G(a)(3)of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the Seller's CHL’s option, to either (i) substitute, if the conditions in Section 2.03(c2.03(e) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee Trustee, and, upon request, to the Guarantor, an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, and, upon request, to the Guarantor, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee, and, upon request, to the Guarantor, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I or REMIC II or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, EMC or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee and the Securities Administrator. In connection therewith, the Trustee EMC (in its capacity as a Seller and on behalf of Master Funding) shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the EMC (in its capacity as a Seller and on behalf of Master Funding) the Mortgage Loan to be released pursuant hereto (and the related Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Depositor or the Trustee Seller that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's its option, to shall either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.01, 2.02, 2.03 or 2.03 2.05 shall be made more than 90 ninety (90) days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. If the NIM Insurer discovers such facts, it may notify the parties to this Agreement. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 ninety (90) days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditionsterms, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee and Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the SellerSponsor, the Custodian or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee Trustee, or the Custodian on its behalf, shall require the SellerSponsor, at the Seller's Sponsor’s option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee Trustee, or the Custodian on its behalf, shall reconvey to the Seller Sponsor the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Depositor or the Trustee Seller that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's its option, to shall either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 ninety (90) days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I or REMIC II or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Depositor or the Trustee Seller that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's its option, to shall either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, EMC or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee and the Securities Administrator. In connection therewith, the Trustee EMC (on its own behalf as a Seller and on behalf of Master Funding) shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the EMC (on its own behalf as a Seller and on behalf of Master Funding) the Mortgage Loan to be released pursuant hereto (and the related Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, Seller at the Seller's it’s option, to either (i) cure such defect or breach, (ii) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (iiiii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a defect or a breach of representation described in Section 2.02 or warranty made pursuant to Section 2.03, as applicable. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would for a Mortgage Loan repurchased for defect or a breach of a representation or warranty contained described in Section 2.02 or Section 2.03, as applicable.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III or REMIC IV or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, EMC or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, EMC in its capacity as Seller at the Seller's EMC’s option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller EMC the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee Trustee, the Class I-A Insurer and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, the Class I-A Insurer and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, EMC or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee, the Class I-A Insurer and the Securities Administrator. In connection therewith, the Trustee EMC (in its capacity as a Seller and on behalf of Master Funding) shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the EMC (in its capacity as a Seller and on behalf of Master Funding) the Mortgage Loan to be released pursuant hereto (and the related Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II, REMIC III or REMIC IV or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any the Lower Tier REMIC created under this Agreement or the Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Section 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in either event described in clauses (i) or (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the SellerMaster Servicer, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of after discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.04 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase purchase the affected Mortgage Loan within 90 days of after such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03contained in Exhibit AA hereof. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased purchased by the Seller for breach of a representation or warranty contained in Section 2.03Exhibit AA hereof.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee Trustee, and, upon request, to the Guarantor, an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, and, upon request, to the Guarantor, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee, and, upon request, delivery to the Guarantor, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the either Seller, the Master Servicer Servicer, the Guarantor or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the SellerCHL's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(d) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any HELOC that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Indenture Trustee, the Note Insurer, the Securities Administrator and the Owner Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Indenture Trustee, Note Insurer, Securities Administrator and Owner Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on ” of any REMIC created pursuant to the Trust Fund Indenture or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement pursuant to the Indenture to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any HELOC as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such HELOC and (b) receipt by the Indenture Trustee and Owner Trustee of an Opinion of Counsel addressed to the Indenture Trustee, Note Insurer and Owner Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan HELOC does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Indenture Trustee, Note Insurer and Owner Trustee. In connection therewith, the Indenture Trustee and Owner Trustee shall require the Seller, at the Seller's its option, to either (i) substitute, if the conditions in Section 2.03(c) 2.04 with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage LoanHELOC, or (ii) repurchase the affected Mortgage Loan HELOC within 90 days of such discovery in the same manner as it would a Mortgage Loan HELOC for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Indenture Trustee shall reconvey to the Seller the Mortgage Loan HELOC to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan HELOC repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of any REMIC formed hereby or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee and the Securities Administrator of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Depositor or the Trustee Seller that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's its option, to shall either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee and the Certificate Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Certificate Insurer, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee and the Certificate Insurer of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. The Master Servicer and Seller, as the Representing Party, hereby agrees to make reasonable efforts to cause the Opinion of Counsel contemplated by this Section to be delivered to the Trustee and the Certificate Insurer prior to the time it is required to repurchase a Mortgage Loan pursuant to this Section. In the event the Master Servicer or the Seller fails to deliver such Opinion of Counsel, any other party hereto or the Certificate Insurer may cause such opinion to be delivered, at the cost of the Seller. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(386OG(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Certificate Insurer. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(b) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any HELOC that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Indenture Trustee, the Note Insurer, the Securities Administrator and the Owner Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Indenture Trustee, the Note Insurer, the Securities Administrator and the Owner Trustee to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on ” of any REMIC created pursuant to the Trust Fund Indenture or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement pursuant to the Indenture to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any HELOC as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or reasonably foreseeable default with respect to such HELOC and (b) receipt by the Indenture Trustee and Owner Trustee of an Opinion of Counsel addressed to the Indenture Trustee, the Note Insurer and the Owner Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Sponsor or the Master Servicer or the Trustee that any Mortgage Loan HELOC does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Indenture Trustee, the Note Insurer and the Owner Trustee. In connection therewith, the Indenture Trustee and the Owner Trustee shall require the SellerSponsor, at the Seller's its option, to either (i) substitute, if the conditions in Section 2.03(c) 2.04 with respect to substitutions are satisfied, a Substitute Mortgage Loan HELOC for the affected Mortgage LoanHELOC, or (ii) repurchase the affected Mortgage Loan HELOC within 90 days of such discovery in the same manner as it would a Mortgage Loan HELOC for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Indenture Trustee shall reconvey to the Seller Sponsor the Mortgage Loan HELOC to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan HELOC repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any HELOC that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Originator delivers to the Indenture Trustee and the Owner Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Indenture Trustee and Owner Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on ” of any REMIC created pursuant to the Trust Fund Indenture or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement pursuant to the Indenture to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any HELOC as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such HELOC and (b) receipt by the Indenture Trustee and Owner Trustee of an Opinion of Counsel addressed to the Indenture Trustee and Owner Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the SellerOriginator, the Master Servicer Seller or the Trustee Servicer that any Mortgage Loan HELOC does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Indenture Trustee and Owner Trustee. In connection therewith, the Indenture Trustee and Owner Trustee shall require the SellerOriginator, at the Seller's its option, to either (i) substitute, if the conditions in Section 2.03(c) 2.04 with respect to substitutions are satisfied, a Substitute Mortgage Loan substitute HELOC for the affected Mortgage LoanHELOC, or (ii) repurchase the affected Mortgage Loan HELOC within 90 days of such discovery in the same manner as it would a Mortgage Loan HELOC for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Indenture Trustee shall reconvey to the Seller Originator the Mortgage Loan HELOC to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan HELOC repurchased for breach of a representation or warranty contained in accordance with Section 2.02 or 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee and the Certificate Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Certificate Insurer, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II, REMIC III or REMIC IV or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any either REMIC created under this Agreement I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee and the Certificate Insurer of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Certificate Insurer or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of any REMIC created hereby or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of any REMIC created under this Agreement hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the SellerSponsor, the Custodian or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee Trustee, or the Custodian on its behalf, shall require the SellerSponsor, at the Seller's Sponsor’s option, to either (i) substitute, if the conditions in Section 2.03(c2.03(d) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee Trustee, or the Custodian on its behalf, shall reconvey to the Seller Sponsor the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee Trustee{417} an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee{418} of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (I) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III or REMIC IV or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee and the Securities Administrator of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Custodian or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties, the Trustee and the Securities Administrator. In connection therewith, the Trustee Trustee, or the Custodian on its behalf, shall require the Seller, at the Seller's ’s option, to either (i) substitute, if the conditions in Section 2.03(c2.03(d) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee Trustee, or the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II, REMIC III or REMIC IV or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (I) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Sponsor or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, Sponsor at the Sellerit's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller Sponsor the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any HELOC that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Indenture Trustee, the Note Insurer, the Securities Administrator and the Owner Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Indenture Trustee, Note Insurer, Securities Administrator and Owner Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on ” of any REMIC created pursuant to the Trust Fund Indenture or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement pursuant to the Indenture to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any HELOC as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such HELOC and (b) receipt by the Indenture Trustee and Owner Trustee of an Opinion of Counsel addressed to the Indenture Trustee, Note Insurer and Owner Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Sponsor or the Master Servicer or the Trustee that any Mortgage Loan HELOC does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Indenture Trustee, Note Insurer and Owner Trustee. In connection therewith, the Indenture Trustee and Owner Trustee shall require the SellerSponsor, at the Seller's its option, to either (i) substitute, if the conditions in Section 2.03(c) 2.04 with respect to substitutions are satisfied, a Substitute Mortgage Loan HELOC for the affected Mortgage LoanHELOC, or (ii) repurchase the affected Mortgage Loan HELOC within 90 days of such discovery in the same manner as it would a Mortgage Loan HELOC for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Indenture Trustee shall reconvey to the Seller Sponsor the Mortgage Loan HELOC to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan HELOC repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.In

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, Counsel (which Opinion of Counsel such Representing Party shall not be at the expense of either the Trustee or the Trust Funduse reasonable efforts to obtain), addressed to the Trustee, Trustee to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the any Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the SellerCHL's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(e) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.. 72

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee and the Mortgage Pool Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee and the Mortgage Pool Insurer of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Servicer, the Mortgage Pool Insurer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(b) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller or the Servicer, as applicable, delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, or REMIC IV or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee and the Securities Administrator of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Custodian or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties, the Trustee and the Securities Administrator. In connection therewith, the Trustee Trustee, or the Custodian on its behalf, shall require the Seller, at the Seller's ’s option, to either (i) substitute, if the conditions in Section 2.03(c2.03(b) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 60 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant contained in Section 2.03. In connection therewith, the Trustee, or the Custodian on its behalf, shall require the Servicer to repurchase the affected Mortgage Loan within 60 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Section 2.03. The Trustee Trustee, or the Custodian on its behalf, shall reconvey to the Seller or Servicer, as applicable, the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Sponsor delivers to the Indenture Trustee, the Securities Administrator, the Owner Trustee and the Note Insurer, an Opinion of Counsel, which Opinion of Counsel shall not be (at the expense of either the Trustee or the Trust FundSponsor), addressed to the Indenture Trustee, the Securities Administrator, the Owner Trustee and the Note Insurer, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on ” of any REMIC created pursuant to the Trust Fund Indenture or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement pursuant to the Indenture to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or reasonably foreseeable default with respect to such Mortgage Loan and (b) receipt by the Indenture Trustee and Owner Trustee of an Opinion of Counsel addressed to the Indenture Trustee, the Owner Trustee and the Note Insurer to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Sponsor or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Indenture Trustee, Note Insurer and Owner Trustee. In connection therewith, the Indenture Trustee and Owner Trustee shall require the SellerSponsor, at the Seller's its option, to either (i) cure, (ii) substitute, if the conditions in Section 2.03(c) 2.04 with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (iiiii) repurchase the affected Mortgage Loan Loan, within 90 days of such discovery in the same manner as it would a Mortgage Loan for a defect or breach of representation or warranty made pursuant to in accordance with Section 2.02 or 2.03. The Indenture Trustee shall reconvey to the Seller Sponsor the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for a defect or breach of a representation or warranty contained in accordance with Section 2.02 or 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II or REMIC III or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Custodian or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee Trustee, or the Custodian on its behalf, shall require the Seller, at the Seller's ’s option, to either (i) cure such defect or breach, (ii) substitute, if the conditions in Section 2.03(c2.03(f) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (iiiii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a defect or a breach of representation described in Section 2.02 or warranty made pursuant to Section 2.03, as applicable. The Trustee Trustee, or the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would for a Mortgage Loan repurchased for defect or a breach of a representation or warranty contained described in Section 2.02 or Section 2.03, as applicable.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee Trustee, and, upon request, to the Guarantor, an Opinion of Counsel, Counsel (which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, such Representing Party will use reasonable efforts to obtain) addressed to the Trustee, and, upon request, to the Guarantor, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee, and, upon request, delivery to the Guarantor, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the either Seller, the Master Servicer Servicer, the Guarantor or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the SellerCHL's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(d) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Custodian or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee Trustee, or the Custodian on its behalf, shall require the Seller, at the Seller's ’s option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee Trustee, or the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, Seller or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's ’s option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller Transferor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Servicer, the Transferor or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the SellerTransferor, at the SellerTransferor's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller Transferor the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, Counsel (which Opinion of Counsel such Representing Party shall not be at the expense of either the Trustee or the Trust Fund, use reasonable efforts to obtain) addressed to the Trustee, Trustee to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the any Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the SellerCHL's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(e) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller EMC delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Securities Administrator, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on the Trust Fund ” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Startup Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC created under this Agreement I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Custodians or the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee and the Securities Administrator. In connection therewith, the Trustee EMC shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) 2.03 with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to in accordance with Section 2.03. The Trustee shall reconvey to the Seller EMC the Mortgage Loan to be released pursuant hereto (and the related Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in accordance with Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee an Opinion of Counsel, Counsel (which Opinion of Counsel such Representing Party shall not be at the expense of either the Trustee or the Trust Funduse reasonable efforts to obtain), addressed to the Trustee, Trustee to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on of the Trust Fund or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC created under this Agreement formed hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the any Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other partiesparties and the NIM Insurer. In connection therewith, the Trustee shall require the SellerCHL, at the SellerCHL's option, to either (i) substitute, if the conditions in Section 2.03(c2.03(f) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section Sections 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund of REMIC I, REMIC II, REMIC III or REMIC IV or contributions after the Startup Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Depositor, the Seller, the Master Servicer Depositor or the Trustee Seller that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other partiesparties and the Trustee. In connection therewith, the Trustee shall require the Seller, at the Seller's its option, to shall either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding Subsequent to any REMIC Elections and notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Section 2.02 Sections 2.02, 2.03 or 2.03 2.04 shall be made more than 90 days after the Closing Date unless the Seller Representing Party making such repurchase or substitution delivers to the Trustee Indenture Trustee, an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Indenture Trustee, to the effect that such repurchase or substitution will would not (i) result in the imposition of the tax on "“prohibited transactions" on ” of the Trust Fund Estate or contributions after the Startup REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence. (b) Upon discovery by the Issuer, the Depositor, the Seller, the Master Servicer Servicer, CHL or the Indenture Trustee that any Mortgage Loan does not constitute a "“qualified mortgage" ” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Indenture Trustee shall require the SellerCHL, at the Seller's its option, to either (i) substitute, if the conditions in Section 2.03(c2.03(d) with respect to substitutions are satisfied, a Substitute Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to contained in Section 2.03. The Indenture Trustee shall reconvey to the Seller CHL the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. (b) Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of section Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller's option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee 37 shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.