Common use of Discovery of Breach; Repurchase or Substitution of Mortgage Loans Clause in Contracts

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has not delivered such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee Depositor and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, Acknowledgement and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicableAcknowledgement, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans (such representations and warranties are set out in full in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that (i) the representations and warranties of the Depositor and the Servicer set forth in Section 2.03 and (ii) the representations and warranties of the Seller set forth in Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery (i) by the Depositor, the Seller Seller, the Servicer or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of a breach of any representation or warranty made by the Custodian’s certifications as required Depositor under Section 2.03 which materially adversely affects the related Custodial Agreements, that value of a document is missing from, Mortgage Loan or the interest therein of the Certificateholder (a Trustee "Defective Mortgage FileLoan"), or discovery (ii) by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects breach results in the value of that Mortgage Loan or the interest therein of the Certificateholders (being a “"Defective Mortgage Loan”) " (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified an uncured breach by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this the Mortgage Loan Purchase and Sale Agreement, and cause the related Originator or Depositor to enforce the Seller, as 's obligation under the case may be, Mortgage Loan Purchase and Sale Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator Seller or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and Seller (or the Seller Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Seller (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties described in Schedule B which are made to the best of the Seller's knowledge, if it is discovered by any of the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Seller shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Seller or Depositor, as applicable, shall repurchase orrepurchase, or the Seller, subject to the limitations set forth in Section 2.05(b2.04(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(aSections 2.04(a) and 2.04(b) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor, the Servicer and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Notwithstanding anything to the contrary in this Agreement, Seller shall service and administer the Additional Collateral, it being understood and agreed that only Seller shall service and administer the related securities accounts, lines of credit and guarantees with respect to Additional Collateral.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 5(a) and 5(b) of the Master Mortgage Loan Purchase Agreement, the Originator has made certain representations and warranties as to the characteristics of the Mortgage Loans (such representations and warranties are set out in full in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Originator to the Seller and then to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Originator has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that (i) the representations and warranties of the Depositor set forth in Section 2.03 and (ii) the representations and warranties of the Originator set forth in Sections 5(a) and 5(b) of the Master Mortgage Loan Purchase Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery (i) by the Depositor, the Seller or Seller, the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty made by Depositor under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan Section 2.03 which materially adversely affects the value of that a Mortgage Loan or the interest therein of the Certificateholders Certificateholder (a “"Defective Mortgage Loan”") or (each of ii) by the Depositor, the Originator or the Seller and of the related breach by the Originator of any representation or warranty under the Master Mortgage Loan Purchase Agreement in respect of any Mortgage Loan, which breach results in the Mortgage Loan being a "Defective Mortgage Loan" (each of such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of an uncured breach by the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Master Mortgage Loan Purchase Agreement, as applicable, and then, cause the Depositor to enforce the extent that Originator's obligation under the related Originator fails to cure such defect or breach, the Seller under this Agreement, Master Mortgage Loan Purchase Agreement and cause the related Originator or the Seller, as the case may be, to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator or the Seller, as applicableOriginator, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Originator may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller Originator to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Originator respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties described in Schedule B which are made to the best of the Originator's knowledge, if it is discovered by any of the Depositor, the Originator or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the relate Mortgage Loan, then notwithstanding the Originator's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicableOriginator. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Master Mortgage Loan Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or the Master Mortgage Loan Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an the Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Originator or Depositor, as applicable, shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above, if made by the Originator. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Originator indemnifies and holds the Trust Fund, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Master Mortgage Loan Purchase Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by Pursuant to Sections 2(b) and 2(d) of the DepositorMortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a "high-cost home loan" as defined under any local, state, or federal laws, and each of the related Originator Depositor and the Trustee intend that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the a Custodian’s certifications 's Final Trust Receipt as required under the related Custodial Agreementsany Custody Agreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller's obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment of Mortgage to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The applicable Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the related Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, each applicable Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans for which it acts as Custodian, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at and the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by Pursuant to Sections 2(b) and 2(d) of the DepositorMortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a “high-cost home loan” as defined under any local, state, or federal laws, and each of the related Originator Depositor and the Trustee intend that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the Custodian’s certifications Final Trust Receipt as required under the related Custodial AgreementsCustody Agreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller’s obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment of Mortgage to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, the Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month’s interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Collection Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of either of the Custodian’s Custodians’ certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has not delivered such missing document or cure cured such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the related Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the related Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the related Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of either of the Custodian’s Custodians’ certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has not delivered such missing document or cure cured such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the related Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the related Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the related Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the applicable Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has not delivered such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the applicable Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the applicable Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by Pursuant to Sections 2(b) and 2(d) of the DepositorMortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a "high-cost home loan" as defined under any local, state, or federal laws, and each of the related Originator Depositor and the Trustee intend that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the a Custodian’s certifications 's Final Trust Receipt as required under the related Custodial Agreementsany Custody Agreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller's obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The applicable Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the related Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, each applicable Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans for which it acts as Custodian, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at and the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of either of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has not delivered such missing document or cure cured such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the related Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the related Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the related Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by Pursuant to Sections 2(b) and 2(d) of the DepositorMortgage Loan Purchase and Sale Agreement, the Seller has made or assigned certain representations and warranties as to the related Originator characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a “high-cost home loan” as defined under any local, state, or federal laws, and each of the Depositor and the Trustee intend that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the Custodian’s certifications Final Trust Receipt as required under the related Custodial AgreementsAgreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator the Seller [or Seller designated originator] of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified Sale Agreement made by the Acknowledgement, Depositor or Purchase Agreement, as applicable, in the case of an Originator, Seller [or under this Agreement, in the case of the Seller, designated originator] in respect of any Mortgage Loan Loan, which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure or cause the cure of such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller’s obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator Seller [or the Seller, as the case may be, designated originator] to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure or cause the cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure, to cause the cure or to repurchase [or cause the repurchase by the designated originator] (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment of Mortgage to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the Custodial Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, the Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month’s interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Collection Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s 's certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee Depositor and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, Acknowledgement and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® MERS(R) System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicableAcknowledgement, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s 's interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.an

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans (set forth in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that (i) the representations and warranties of the Depositor set forth in Section 2.03 and (ii) the representations and warranties of the Seller set forth in Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery (i) by the Depositor, the Seller or the related Originator or receipt Trustee of written notice a breach of any representation or warranty made by Depositor under Section 2.03 which materially defective document in, or, following adversely affects the date value of delivery to a Mortgage Loan or the Trustee interest therein of the Custodian’s certifications as required under the related Custodial Agreements, that Certificateholder (a document is missing from, a Trustee "Defective Mortgage File, Loan") or discovery (ii) by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects breach results in the value of that Mortgage Loan or the interest therein of the Certificateholders (being a “"Defective Mortgage Loan”) " (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified an uncured breach by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this the Mortgage Loan Purchase and Sale Agreement, cause the Depositor to enforce the Seller's obligation under the Mortgage Loan Purchase and Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Seller respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties described in Schedule B which are made to the best of the Seller's knowledge, if it is discovered by any of the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the relate Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Seller shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Seller or Depositor, as applicable, shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above, if made by the Seller. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans (such representations and warranties are set out in full in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that (i) the representations and warranties of the Depositor set forth in Section 2.03 and (ii) the representations and warranties of the Seller set forth in Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery (i) by the Depositor, the Seller Seller, or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of a breach of any representation or warranty made by the Custodian’s certifications as required Depositor under Section 2.03 which materially adversely affects the related Custodial Agreements, that value of a document is missing from, Mortgage Loan or the interest therein of the Certificateholder (a Trustee "Defective Mortgage FileLoan"), or discovery (ii) by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects breach results in the value of that Mortgage Loan or the interest therein of the Certificateholders (being a “"Defective Mortgage Loan”) " (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified an uncured breach by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this the Mortgage Loan Purchase and Sale Agreement, and cause the related Originator or Depositor to enforce the Seller, as 's obligation under the case may be, Mortgage Loan Purchase and Sale Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator Seller or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and Seller (or the Seller Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Seller (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties described in Schedule B which are made to the best of the Seller's knowledge, if it is discovered by any of the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Seller shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Seller or Depositor, as applicable, shall repurchase orrepurchase, or the Seller, subject to the limitations set forth in Section 2.05(b2.04(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(aSections 2.04(a) and 2.04(b) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, Agreement as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, Trustee or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee Depositor and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable applicable, (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement Acknowledgement, or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Section 7 of the Mortgage Loan Purchase Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans (such representations and warranties are set out in full in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that (i) the representations and warranties of the Depositor and the Servicer set forth in Section 2.03 and (ii) the representations and warranties of the Seller set forth in Section 7 of the Mortgage Loan Purchase Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery (i) by the Depositor, the Seller Seller, the Servicer or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of a breach of any representation or warranty made by the Custodian’s certifications as required Depositor under Section 2.03 which materially adversely affects the related Custodial Agreements, that value of a document is missing from, Mortgage Loan or the interest therein of the Certificateholder (a Trustee "Defective Mortgage FileLoan"), or discovery (ii) by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Agreement in respect of any Mortgage Loan Loan, which materially adversely affects breach results in the value of that Mortgage Loan or the interest therein of the Certificateholders (being a “"Defective Mortgage Loan”) " (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of an uncured breach by the Trust Fund, shall enforce the obligations of the related Originator Seller under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Mortgage Loan Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or Depositor to enforce the Seller, as 's obligation under the case may be, Mortgage Loan Purchase Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator Seller or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and Seller (or the Seller Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Seller (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties described in Schedule B which are made to the best of the Seller's knowledge, if it is discovered by any of the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Mortgage Loan Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or the Mortgage Loan Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Seller shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Seller or Depositor, as applicable, shall repurchase orrepurchase, or the Seller, subject to the limitations set forth in Section 2.05(b2.04(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(aSections 2.04(a) and 2.04(b) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor, the Servicer and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Notwithstanding anything to the contrary in this Agreement, Seller shall service and administer the Additional Collateral, it being understood and agreed that only Seller shall service and administer the related securities accounts, lines of credit and guarantees with respect to Additional Collateral.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by Pursuant to Sections 2(b) and 2(d) of the DepositorMortgage Loan Purchase and Sale Agreement, the Seller has made or assigned certain representations and warranties as to the related Originator characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a “high-cost home loan” as defined under any local, state, or federal laws, and each of the Depositor and the Trustee intend that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the Custodian’s certifications Final Trust Receipt as required under the related Custodial AgreementsCustody Agreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator the Seller [or Seller designated originator] of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified Sale Agreement made by the Acknowledgement, Depositor or Purchase Agreement, as applicable, in the case of an Originator, Seller [or under this Agreement, in the case of the Seller, designated originator] in respect of any Mortgage Loan Loan, which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure or cause the cure of such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller’s obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator Seller [or the Seller, as the case may be, designated originator] to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure or cause the cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure, to cause the cure or to repurchase [or cause the repurchase by the designated originator] (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment of Mortgage to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, the Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month’s interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Collection Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Initial Mortgage Loans as of the Closing Date (and will be deemed to have made the same representations and warranties with respect to the Subsequent Mortgage Loan as of the applicable Subsequent Transfer Date). The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreements shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery by the Depositor, the Seller or the related Originator Depositor or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications 's Final Trust Receipt as required under the related Custodial AgreementsCustody Agreement, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreements in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller's obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreements and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more 70478 Sequoia 2003-1 Pooling and Servicing Agreement Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, the Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or 70478 Sequoia 2003-1 Pooling and Servicing Agreement assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) either REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above, if made by the Seller. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee Depositor and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Securities Administrator shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, Acknowledgement and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee Securities Administrator to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicableAcknowledgement, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans (set forth in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery by the Depositor, Depositor or the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of Trustee shall cause the Trust Fund, shall Depositor to enforce the obligations of the related Originator Seller's obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Seller respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Seller shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the selected Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) either REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Seller or Depositor, as applicable, shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above, if made by the Seller. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans (set forth in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that (i) the representations and warranties of the Depositor set forth in Section 2.03 and (ii) the representations and warranties of the Seller set forth in Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery (i) by the Depositor, the Seller or the related Originator or receipt Trustee of written notice a breach of any representation or warranty made by Depositor under Section 2.03 which materially defective document in, or, following adversely affects the date value of delivery to a Mortgage Loan or the Trustee interest therein of the Custodian’s certifications as required under the related Custodial Agreements, that Certificateholder (a document is missing from, a Trustee "Defective Mortgage File, Loan") or discovery (ii) by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects breach results in the value of that Mortgage Loan or the interest therein of the Certificateholders (being a “"Defective Mortgage Loan”) " (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified an uncured breach by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this the Mortgage Loan Purchase and Sale Agreement, cause the Depositor to enforce the Seller's obligation under the Mortgage Loan Purchase and Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Seller respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Seller shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) either REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Seller or Depositor, as applicable, shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above, if made by the Seller. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery (i) by the Depositor, the Seller Sponsor, the Master Servicer, the Company, the Securities Administrator or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified made by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or Depositor under this Agreement, in the case of the Seller, in respect of any Mortgage Loan Section 2.03 which materially adversely affects the value of that a Mortgage Loan or the interest therein of the Certificateholders Certificateholder (a “"Defective Mortgage Loan”"), or (ii) by the Depositor or the Sponsor of the breach by the Sponsor or a Transferor of any representation or warranty herein or under the Mortgage Loan Sale and Assignment Agreement or a Transfer Agreement, respectively, in respect of any Mortgage Loan, which breach results in the Mortgage Loan being a "Defective Mortgage Loan" (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities Administrator, the Trustee, or its designee, on behalf of the Trust FundCustodian, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable ninety (or, in the case of a breach by the Seller, within 90 90) days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price, (ii) in the case of an uncured breach by the Trust FundSponsor under the Mortgage Loan Sale and Assignment Agreement, shall cause the Depositor to enforce the obligations of the related Originator Sponsor's obligation under the related Purchase Mortgage Loan Sale and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, Assignment Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, and (iii) in the case of an uncured breach by the Transferor under the related Transfer Agreement, cause the Depositor to enforce such Transferor's obligation under the related Transfer Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach under clauses (ii) or (iii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator Sponsor or the Seller, as applicable, such Transferor shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator Sponsor or the Seller such Transferor shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designeeCustodian, upon written notice of the receipt of written certification from such deposit by the Securities Administrator and two copies of a Request for Release with respect to such depositDefective Mortgage Loan by the Trustee or its Custodian, shall release or cause the Custodian to release to the related Originator Sponsor or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designeeCustodian, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Sponsor may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations obligation of the Originators and Sponsor or the Seller related Transferor (or the Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the Sponsor or such party Transferor (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties that are made to the best of the Sponsor's knowledge, if it is discovered by any of the Depositor, the Sponsor or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Sponsor's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller Sponsor substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee or its Custodian for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee, or its Custodian, shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee, or its Custodian, shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicableSponsor. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for Loan in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Sponsor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase Mortgage Loan Sale and Servicing Assignment Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase the Mortgage Loan Sale and Servicing Agreement or Purchase Assignment Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller Sponsor substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Trustee, or its Custodian, based upon information provided by the related Servicer or Master Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Sponsor shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, or its Custodian, upon written notice of the receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Sponsor the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller Sponsor shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Sponsor shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the SellerSponsor, the Depositor, the Securities Administrator Master Servicer, the Company 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 within two (2) Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Sponsor or Depositor, as applicable, shall repurchase orrepurchase, or the Sponsor, subject to the limitations set forth in Section 2.05(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 ninety (90) days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section Sections 2.05(a) and 2.05(b) above. The Trustee Trustee, or its Custodian, shall re-convey to the related Originator or the Seller, as applicable, 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. The Sponsor indemnifies and holds the Issuing Entity, the Trustee, the Depositor, the Master Servicer, the Securities Administrator, the Company and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Issuing Entity, the Trustee, the Depositor, the Master Servicer, the Securities Administrator, the Company and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.05 and the Mortgage Loan Sale and Assignment Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Issuing Entity, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Notwithstanding anything to the contrary in this Agreement, the Sponsor shall administer the Additional Collateral, it being understood and agreed that only the Sponsor shall service and administer the related securities accounts, lines of credit and guarantees with respect to Additional Collateral.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by Pursuant to Sections 2(b) and 2(d) of the DepositorMortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a "high-cost home loan" as defined under any local, state, or federal laws, and each of the related Originator Depositor and the Trustee intend that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the a Custodian’s certifications 's Final Trust Receipt as required under the related Custodial Agreementsany Custody Agreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does 125547 Sequoia 2004-11 Pooling and Servicing Agmt. not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller's obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment of Mortgage to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The applicable Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the related Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, each applicable Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans for which it acts as Custodian, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections 125547 Sequoia 2004-11 Pooling and Servicing Agmt. and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at and the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than 125547 Sequoia 2004-11 Pooling and Servicing Agmt. in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans (such representations and warranties are set out in full in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that (i) the representations and warranties of the Depositor and the Servicer set forth in Section 2.03 and (ii) the representations and warranties of the Seller set forth in Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery (i) by the Depositor, the Seller Seller, the Servicer or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of a breach of any representation or warranty made by the Custodian’s certifications as required Depositor under Section 2.03 which materially adversely affects the related Custodial Agreements, that value of a document is missing from, Mortgage Loan or the interest therein of the Certificateholder (a Trustee "Defective Mortgage FileLoan"), or discovery (ii) by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects breach results in the value of that Mortgage Loan or the interest therein of the Certificateholders (being a “"Defective Mortgage Loan”) " (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified an uncured breach by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this the Mortgage Loan Purchase and Sale Agreement, and cause the related Originator or Depositor to enforce the Seller, as 's obligation under the case may be, Mortgage Loan Purchase and Sale Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator Seller or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and Seller (or the Seller Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Seller (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties described in Schedule B which are made to the best of the Seller's knowledge, if it is discovered by any of the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Seller shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Seller or Depositor, as applicable, shall repurchase orrepurchase, or the Seller, subject to the limitations set forth in Section 2.05(b2.04(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(aSections 2.04(a) and 2.04(b) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor, the Servicer and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Notwithstanding anything to the contrary in this Agreement, Seller shall service and administer the Additional Collateral, it being understood and agreed that only Seller shall service and administer the related securities accounts, lines of credit and guarantees with respect to Additional Collateral.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery (i) by the Depositor, the Seller Sponsor, the Master Servicer, the Servicer, the Securities Administrator or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified made by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or Depositor under this Agreement, in the case of the Seller, in respect of any Mortgage Loan Section 2.03 which materially adversely affects the value of that a Mortgage Loan or the interest therein of the Certificateholders Certificateholder (a “"Defective Mortgage Loan”"), or (ii) (each of by the Depositor, the Seller Sponsor, the Master Servicer, the Servicer, the Securities Administrator or the Trustee of the breach by the Sponsor of any representation or warranty herein or under the Mortgage Loan Sale and Assignment Agreement in respect of any Mortgage Loan, which breach results in the related Originator Mortgage Loan being a "Defective Mortgage Loan" (each of such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities Administrator, the Trustee, or its designee, on behalf of the Trust FundCustodian, shall promptly notify the Depositor, the Trustee Depositor and the Seller or the related Originator, as applicable, Sponsor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the Sponsor to cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable ninety (or, in the case of a breach by the Seller, within 90 90) days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that Depositor does not cure or cause the Seller or related Originator, as applicable, has not delivered such missing document or Sponsor to cure such defect or breach in all material respects during such period, the Trustee, on behalf Trustee shall (i) in the case of an uncured breach of a representation or warranty of the Trust FundDepositor under Section 2.03, shall cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of an uncured breach by the Sponsor under the Mortgage Loan Sale and Assignment Agreement, cause the Depositor to enforce the obligations of the related Originator Sponsor's obligation under the related Purchase Mortgage Loan Sale and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, Assignment Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Sponsor shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator or the Seller Sponsor shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designeeCustodian, upon written notice of the receipt of written certification from such deposit by the Securities Administrator and two copies of a Request for Release with respect to such depositDefective Mortgage Loan by the Trustee or its Custodian, shall release or cause the Custodian to release to the related Originator Sponsor or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designeeCustodian, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Sponsor may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a "Deleted Mortgage Loan") and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations obligation of the Originators and Sponsor (or the Seller Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Sponsor (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties that are made to the best of the Sponsor's knowledge, if it is discovered by any of the Depositor, the Sponsor or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Sponsor's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller Sponsor substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee or its Custodian for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee, or its Custodian, shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee, or its Custodian, shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicableSponsor. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for Loan in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Sponsor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase Mortgage Loan Sale and Servicing Assignment Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase the Mortgage Loan Sale and Servicing Agreement or Purchase Assignment Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller Sponsor substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Sponsor, based upon information provided by the Servicer or Master Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Sponsor shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Collection Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, or its Custodian, upon written notice of the receipt of the Substitution Amount deposit and the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Sponsor the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller Sponsor shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Sponsor shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the SellerSponsor, the Depositor, the Securities Administrator Master Servicer, the 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 within two (2) Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Sponsor or Depositor, as applicable, shall repurchase orrepurchase, or the Sponsor, subject to the limitations set forth in Section 2.05(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 ninety (90) days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section Sections 2.05(a) and 2.05(b) above. The Trustee Trustee, or its Custodian, shall re-convey to the related Originator or the Seller, as applicable, 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. The Sponsor indemnifies and holds the Issuing Entity, the Trustee, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Issuing Entity, the Trustee, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.05 and the Mortgage Loan Sale and Assignment Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Issuing Entity, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Notwithstanding anything to the contrary in this Agreement, the Sponsor shall administer the Additional Collateral, it being understood and agreed that only the Sponsor shall service and administer the related securities accounts, lines of credit and guarantees with respect to Additional Collateral.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of either of the Custodian’s Custodians’ certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has not delivered such missing document or cure cured such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the related Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the related Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the related Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has not delivered such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the related Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the related Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the related Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 2(b) and 2(d) of each of the Initial Mortgage Loan Purchase and Sale Agreement and the Secondary Mortgage Loan Purchase and Sale Agreement, each of the Initial Seller and the Seller, respectively, have made certain representations and warranties as to the characteristics of the Initial Mortgage Loans (set forth in Schedule B-1 and B-2 of this Agreement) as of the Closing Date (and will be deemed to have made the same representations and warranties with respect to the Subsequent Mortgage Loan as of the applicable Subsequent Transfer Date) and the conveyance thereof from the Initial Seller to the Seller and, in turn, from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders and each of the Initial Seller and the Seller have agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreements shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery by the Depositor, the Seller or the related Originator Depositor or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications 's Final Trust Receipt as required under the related Custodial AgreementsCustody Agreement, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Initial Seller or the related Originator Seller of the breach by such Originator the Initial Seller or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreements in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Initial Seller's or Seller's obligation under the related its respective Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreements and cause the related Originator Initial Seller or the Seller, as the case may beapplicable, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator Initial Seller or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator Initial Seller or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator Initial Seller or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of either the Originators and Initial Seller or the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which either the related Originator Initial Seller or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, the Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator Initial Seller or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicableSale Agreements, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the AcknowledgementSale Agreements, in each case as of the date of substitution. For any month in which an Originator either the Initial Seller or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator Initial Seller or the Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator Initial Seller or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator Initial Seller or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) either REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related OriginatorInitial Seller, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above, if made by the Initial Seller or the Seller. The Trustee shall re-convey to the related Originator Initial Seller or the Seller, as applicable, 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. (d) Each of the Initial Seller and the Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the related Mortgage Loan Purchase and Sale Agreements, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery (i) by the Depositor, the Seller Sponsor, the Master Servicer, the Company, the Securities Administrator or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified made by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or Depositor under this Agreement, in the case of the Seller, in respect of any Mortgage Loan Section 2.03 which materially adversely affects the value of that a Mortgage Loan or the interest therein of the Certificateholders Certificateholder (a “"Defective Mortgage Loan”"), or (ii) by the Depositor or the Sponsor of the breach by the Sponsor or a Transferor of any representation or warranty herein or under the Mortgage Loan Sale and Assignment Agreement or a Transfer Agreement, respectively, in respect of any Mortgage Loan, which breach results in the Mortgage Loan being a "Defective Mortgage Loan" (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities Administrator, the Trustee, or its designee, on behalf of the Trust FundCustodian, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable ninety (or, in the case of a breach by the Seller, within 90 90) days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price, (ii) in the case of an uncured breach by the Trust FundSponsor under the Mortgage Loan Sale and Assignment Agreement, shall cause the Depositor to enforce the obligations of the related Originator Sponsor's obligation under the related Purchase Mortgage Loan Sale and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, Assignment Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, and (iii) in the case of an uncured breach by the Transferor under the related Transfer Agreement, cause the Depositor to enforce such Transferor's obligation under the related Transfer Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach under clauses (ii) or (iii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator Sponsor or the Seller, as applicable, such Transferor shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator Sponsor or the Seller such Transferor shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designeeCustodian, upon written notice of the receipt of written certification from such deposit by the Securities Administrator and two copies of a Request for Release with respect to such depositDefective Mortgage Loan by the Trustee or its Custodian, shall release or cause the Custodian to release to the related Originator Sponsor or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designeeCustodian, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Sponsor may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations obligation of the Originators and Sponsor or the Seller related Transferor (or the Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the Sponsor or such party Transferor (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties that are made to the best of the Sponsor's knowledge, if it is discovered by any of the Depositor, the Sponsor or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Sponsor's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller Sponsor substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee or its Custodian for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee, or its Custodian, shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee, or its Custodian, shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicableSponsor. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for Loan in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Sponsor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase Mortgage Loan Sale and Servicing Assignment Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase the Mortgage Loan Sale and Servicing Agreement or Purchase Assignment Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller Sponsor substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Trustee, or its Custodian, based upon information provided by the related Servicer or Master Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Sponsor shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Collection Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, or its Custodian, upon written notice of the receipt of the Substitution Amount deposit and the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Sponsor the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller Sponsor shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Sponsor shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the SellerSponsor, the Depositor, the Securities Administrator Master Servicer, the Company 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 within two (2) Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Sponsor or Depositor, as applicable, shall repurchase orrepurchase, or the Sponsor, subject to the limitations set forth in Section 2.05(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 ninety (90) days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section Sections 2.05(a) and 2.05(b) above. The Trustee Trustee, or its Custodian, shall re-convey to the related Originator or the Seller, as applicable, 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. The Sponsor indemnifies and holds the Issuing Entity, the Trustee, the Depositor, the Master Servicer, the Securities Administrator, the Company and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Issuing Entity, the Trustee, the Depositor, the Master Servicer, the Securities Administrator, the Company and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.05 and the Mortgage Loan Sale and Assignment Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Issuing Entity, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Notwithstanding anything to the contrary in this Agreement, the Sponsor shall administer the Additional Collateral, it being understood and agreed that only the Sponsor shall service and administer the related securities accounts, lines of credit and guarantees with respect to Additional Collateral.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) The Seller hereby restates, as of the Closing Date, the representations and warranties contained in clauses (4), (20), (21), (25), (31) and (57) of Section 3.03 of the Purchase and Servicing Agreement with respect to each of the Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund. In addition, the Seller hereby represents and warrants that, as of the Closing Date, each Mortgage Loan at origination complied in all material respects with applicable local, state and federal laws, including, but not limited to, applicable predatory and abusive lending laws. The Seller agrees to comply with the provisions of this Section 2.05 in respect of a breach of any of such representations and warranties. (b) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications 's final certification as required under the related Custodial AgreementsAgreement, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such the Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an the Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee Depositor and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time within, unless otherwise specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 60 days from the earlier of its discovery date that the Seller or its receipt of notice Originator discovered or was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase the Seller under this Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 60-day period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified 60-day period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified 60-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® MERS(R) System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has not delivered such missing document or cure cured such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the related Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s 's certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the related Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the a Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the related Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee Depositor and the related Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the related Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the a Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the related Seller or related Originator, as applicable, has does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase the related Seller under this Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by (x) JPMMAC, with respect to the SellerJPMMAC Mortgage Loans, or (y) Sunset, with respect to the Sunset Mortgage Loans; provided, however, that if Sunset fails to remit the costs and damages incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Sunset Mortgage Loan repurchased by Sunset, such costs and damages shall be borne by JPMMAC. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® MERS(R) System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Section 7 of the Mortgage Loan Purchase Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans (such representations and warranties are set out in full in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that (i) the representations and warranties of the Depositor and the Servicer set forth in Section 2.03 and (ii) the representations and warranties of the Seller set forth in Section 7 of the Mortgage Loan Purchase Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery (i) by the Depositor, the Seller Seller, the Servicer or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of a breach of any representation or warranty made by the Custodian’s certifications as required Depositor under Section 2.03 which materially adversely affects the related Custodial Agreements, that value of a document is missing from, Mortgage Loan or the interest therein of the Certificateholder (a Trustee "Defective Mortgage FileLoan"), or discovery (ii) by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Agreement in respect of any Mortgage Loan Loan, which materially adversely affects breach results in the value of that Mortgage Loan or the interest therein of the Certificateholders (being a “"Defective Mortgage Loan”) " (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of an uncured breach by the Trust Fund, shall enforce the obligations of the related Originator Seller under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Mortgage Loan Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or Depositor to enforce the Seller, as 's obligation under the case may be, Mortgage Loan Purchase Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator Seller or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and Seller (or the Seller Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect Seller (or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.if

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery Pursuant to Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a "high-cost home loan" as defined under any local, state, or federal laws, and it is intended that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. With respect to the representations and warranties made pursuant to Section 2(b) of the Mortgage Loan Purchase and Sale Agreement in clauses (I)(xvii), (II)(24), (III)(xix), (IV)(s) and (V)(r) of Schedule A thereto, to the extent that the representations and warranties contained in such clauses are made to the best of the Seller's knowledge or as to which the Seller has no knowledge, if it is discovered by the Depositor, the Seller Seller, the Servicer or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Originator Mortgage Loan then, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the a Custodian’s certifications 's Final Trust Receipt as required under the related Custodial Agreementsany Custody Agreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, either of which (i) or (ii) materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller's obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall 102020 Sequoia 2004-2 Pooling and Servicing Agmt. be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The applicable Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the related Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, each applicable Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans for which it acts as Custodian, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “102020 Sequoia 2004-2 Pooling and Servicing Agmt. 42 "Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at and the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans as of the Closing Date. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery by the Depositor, the Seller or the related Originator Depositor or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the each Custodian’s certifications 's Final Trust Receipt as required under the related Custodial AgreementsCustody Agreement, that a document is missing from, a related Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller's obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is 50 within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the related Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Such Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the related Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, the related Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the related Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery (i) by the Depositor, the Seller Sponsor, the Master Servicer, the Servicer, the Securities Administrator or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified made by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or Depositor under this Agreement, in the case of the Seller, in respect of any Mortgage Loan Section 2.03 which materially adversely affects the value of that a Mortgage Loan or the interest therein of the Certificateholders Certificateholder (a “"Defective Mortgage Loan”"), or (ii) (each of by the Depositor, the Seller Sponsor, the Master Servicer, the Servicer, the Securities Administrator or the Trustee of the breach by the Sponsor of any representation or warranty herein or under the Mortgage Loan Sale and Assignment Agreement in respect of any Mortgage Loan, which breach results in the related Originator Mortgage Loan being a "Defective Mortgage Loan" (each of such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities Administrator, the Trustee, or its designee, on behalf of the Trust FundCustodian, shall promptly notify the Depositor, the Trustee Depositor and the Seller or the related Originator, as applicable, Sponsor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the Sponsor to cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable ninety (or, in the case of a breach by the Seller, within 90 90) days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that Depositor does not cure or cause the Seller or related Originator, as applicable, has not delivered such missing document or Sponsor to cure such defect or breach in all material respects during such period, the Trustee, on behalf Trustee shall (i) in the case of an uncured breach of a representation or warranty of the Trust FundDepositor under Section 2.03, shall cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of an uncured breach by the Sponsor under the Mortgage Loan Sale and Assignment Agreement, cause the Depositor to enforce the obligations of the related Originator Sponsor's obligation under the related Purchase Mortgage Loan Sale and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, Assignment Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Sponsor shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 44 860G(a)(3) of the Code following such 90-day period, the related Originator or the Seller Sponsor shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designeeCustodian, upon written notice of the receipt of written certification from such deposit by the Securities Administrator and two copies of a Request for Release with respect to such depositDefective Mortgage Loan by the Trustee or its Custodian, shall release or cause the Custodian to release to the related Originator Sponsor or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designeeCustodian, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Sponsor may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a "Deleted Mortgage Loan") and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations obligation of the Originators and Sponsor (or the Seller Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Sponsor (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties that are made to the best of the Sponsor's knowledge, if it is discovered by any of the Depositor, the Sponsor or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Sponsor's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller Sponsor substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee or its Custodian for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee, or its Custodian, shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee, or its Custodian, shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicableSponsor. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for Loan in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Sponsor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase Mortgage Loan Sale and Servicing Assignment Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase the Mortgage Loan Sale and Servicing Agreement or Purchase Assignment Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller Sponsor substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Sponsor, based upon information provided by the Servicer or Master Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Sponsor shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Collection Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, or its Custodian, upon written notice of the receipt of the Substitution Amount deposit and the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Sponsor the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller Sponsor shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Sponsor shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the SellerSponsor, the Depositor, the Securities Administrator Master Servicer, the 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 within two (2) Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Sponsor or Depositor, as applicable, shall repurchase orrepurchase, or the Sponsor, subject to the limitations set forth in Section 2.05(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 ninety (90) days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section Sections 2.05(a) and 2.05(b) above. The Trustee Trustee, or its Custodian, shall re-convey to the related Originator or the Seller, as applicable, 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. The Sponsor indemnifies and holds the Issuing Entity, the Trustee, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Issuing Entity, the Trustee, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.05 and the Mortgage Loan Sale and Assignment Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Issuing Entity, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Notwithstanding anything to the contrary in this Agreement, the Sponsor shall administer the Additional Collateral, it being understood and agreed that only the Sponsor shall service and administer the related securities accounts, lines of credit and guarantees with respect to Additional Collateral.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by Pursuant to Sections 2(b) and 2(d) of the DepositorMortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a “high-cost home loan” as defined under any local, state, or federal laws, and each of the related Originator Depositor and the Trustee intend that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the Custodian’s certifications Final Trust Receipt as required under the related Custodial AgreementsCustody Agreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller’s obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be 213965 Sequoia 2007-1 Pooling and Servicing Agmt. permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment of Mortgage to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, the Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. 213965 Sequoia 2007-1 Pooling and Servicing Agmt. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “Substitution Amount”), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month’s interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Collection Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event. 213965 Sequoia 2007-1 Pooling and Servicing Agmt.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans (such representations and warranties are set out in full in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that (i) the representations and warranties of the Depositor and the Servicer set forth in Section 2.03 and (ii) the representations and warranties of the Seller set forth in Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery (i) by the Depositor, the Seller Seller, the Servicer or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of a breach of any representation or warranty made by the Custodian’s certifications as required Depositor under Section 2.03 which materially adversely affects the related Custodial Agreements, that value of a document is missing from, Mortgage Loan or the interest therein of the Certificateholder (a Trustee "Defective Mortgage FileLoan"), or discovery (ii) by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects breach results in the value of that Mortgage Loan or the interest therein of the Certificateholders (being a “"Defective Mortgage Loan”) " (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified an uncured breach by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this the Mortgage Loan Purchase and Sale Agreement, and cause the related Originator or Depositor to enforce the Seller, as 's obligation under the case may be, Mortgage Loan Purchase and Sale Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator Seller or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. ) In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and Seller (or the Seller Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Seller (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties described in Schedule B which are made to the best of the Seller's knowledge, if it is discovered by any of the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Seller shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Seller or Depositor, as applicable, shall repurchase orrepurchase, or the Seller, subject to the limitations set forth in Section 2.05(b2.04(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(aSections 2.04(a) and 2.04(b) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor, the Servicer and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Notwithstanding anything to the contrary in this Agreement, Seller shall service and administer the Additional Collateral, it being understood and agreed that only Seller shall service and administer the related securities accounts, lines of credit and guarantees with respect to Additional Collateral.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s 's certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee Depositor and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, as applicable, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® MERS(R) System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicableAcknowledgement, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s 's certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee Depositor and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, Acknowledgement and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® MERS(R) System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicableAcknowledgement, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s 's interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by Pursuant to Sections 2(b) and 2(d) of the DepositorMortgage Asset Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a "high-cost home loan" as defined under any local, state, or federal laws, and each of the related Originator Depositor and the Trustee intend that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Asset Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the a Custodian’s certifications 's Final Trust Receipt as required under the related Custodial Agreementsany Custody Agreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Asset Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller's obligation under the related Mortgage Asset Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant 127551 Sequoia 2004-12 Pooling and Servicing Agmt. 50 hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment of Mortgage to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The applicable Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the related Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, each applicable Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans for which it acts as Custodian, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Asset Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Asset Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, 127551 Sequoia 2004-12 Pooling and Servicing Agmt. as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at and the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Asset Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery Pursuant to Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a “high-cost home loan” as defined under any local, state, or federal laws, and it is intended that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. With respect to the representations and warranties made pursuant to Section 2(b) of the Mortgage Loan Purchase and Sale Agreement in clauses (I)(xvii), (II)(24), (III)(xix), (IV)(s) and (V)(xix) of Schedule A thereto, to the extent that the representations and warranties contained in such clauses are made to the best of the Seller’s knowledge or as to which the Seller has no knowledge, if it is discovered by the Depositor, the Seller Seller, the Servicer or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Originator Mortgage Loan then, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the a Custodian’s certifications Final Trust Receipt as required under the related Custodial Agreementsany Custody Agreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, either of which (i) or (ii) materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller’s obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall 98795 Sequoia 2004-1 Pooling and Servicing Agmt. be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The applicable Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the related Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, each applicable Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans for which it acts as Custodian, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a 98795 Sequoia 2004-1 Pooling and Servicing Agmt. “Substitution Amount”), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month’s interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at and the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by Pursuant to Sections 2(b) and 2(d) of the DepositorMortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a "high-cost home loan" as defined under any local, state, or federal laws, and each of the related Originator Depositor and the Trustee intend that the Mortgage Loans (including any Replacement Mortgage Loans) included in the Trust Fund satisfy such representations and warranties. The Depositor, for the benefit of the Trustee and the Certificateholders hereby assigns any such rights against the Seller to the Trustee and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of written notice of any materially defective document in, in a related Trustee Mortgage File or, following the date of delivery to the Trustee of the a Custodian’s certifications 's Final Trust Receipt as required under the related Custodial Agreementsany Custody Agreement, that a document is missing from, from a related Trustee Mortgage File, or (ii) discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller's obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant 150029 Sequoia 2005-3 Pooling and Servicing Agmt. hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the related Mortgage Note, the related Mortgage, the related Assignment of Mortgage to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The applicable Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the related Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, each applicable Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans for which it acts as Custodian, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, 150029 Sequoia 2005-3 Pooling and Servicing Agmt. as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at and the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery (i) by the Depositor, the Seller Sponsor, the Servicer or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified made by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or Depositor under this Agreement, in the case of the Seller, in respect of any Mortgage Loan Section 2.03 which materially adversely affects the value of that a Mortgage Loan or the interest therein of the Certificateholders Certificateholder (a “42 "Defective Mortgage Loan”"), or (ii) by the Depositor or the Sponsor of the breach by the Sponsor or the Transferor of any representation or warranty herein or under the Mortgage Loan Sale and Assignment Agreement or the Transfer Agreement, respectively, in respect of any Mortgage Loan, which breach results in the Mortgage Loan being a "Defective Mortgage Loan" (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price, (ii) in the case of an uncured breach by the Trust FundSponsor under the Mortgage Loan Sale and Assignment Agreement, shall cause the Depositor to enforce the obligations of the related Originator Sponsor's obligation under the related Purchase Mortgage Loan Sale and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, Assignment Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, and (iii) in the case of an uncured breach by the Transferor under the Transfer Agreement, cause the Depositor to enforce the Transferor's obligation under the Transfer Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clauses (ii) or (iii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator Sponsor or the Seller, as applicable, Transferor shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator Sponsor or the Seller Transferor shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator Sponsor or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Sponsor may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and Sponsor or the Seller Transferor (or the Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Sponsor or the Transferor (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties that are made to the best of the Sponsor's knowledge, if it is discovered by any of the Depositor, the Sponsor or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Sponsor's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (ba) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller Sponsor substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicableSponsor. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Sponsor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase Mortgage Loan Sale and Servicing Assignment Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase the Mortgage Loan Sale and Servicing Agreement or Purchase Assignment Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller Sponsor substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Sponsor shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Sponsor the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller Sponsor shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Sponsor shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (cb) Upon discovery by the related Originator, the SellerSponsor, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Sponsor or Depositor, as applicable, shall repurchase orrepurchase, or the Sponsor, subject to the limitations set forth in Section 2.05(b2.04(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(aSections 2.04(a) and 2.04(b) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. The Sponsor indemnifies and holds the Trust Fund, the Trustee, the Depositor, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor, the Servicer and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Sale and Assignment Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding. (c) Notwithstanding anything to the contrary in this Agreement, Sponsor shall service and administer the Additional Collateral, it being understood and agreed that only Sponsor shall service and administer the related securities accounts, lines of credit and guarantees with respect to Additional Collateral.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Upon discovery by the Depositor, the related Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the Custodian’s 's certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the related Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the a Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the related Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee Depositor and the related Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the related Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the a Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the related Seller or related Originator, as applicable, has does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase the related Seller under this Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by (x) JPMMAC, with respect to the SellerJPMMAC Mortgage Loans, or (y) Sunset, with respect to the Sunset Mortgage Loans; provided, however, that if Sunset fails to remit the costs and damages incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Sunset Mortgage Loan repurchased by Sunset, such costs and damages shall be borne by JPMMAC. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® MERS(R) System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below. It is understood and agreed that the obligations of the Originators and the Seller Sellers to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the related Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicableAcknowledgement, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the related Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Mortgage Loans (such representations and warranties are set out in full in Schedule B of this Agreement) as of the Closing Date and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders, and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that (i) the representations and warranties of the Depositor and the Servicer set forth in Section 2.03 and (ii) the representations and warranties of the Seller set forth in Sections 3(a) and 3(b) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery (i) by the Depositor, the Seller Seller, the Servicer or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of a breach of any representation or warranty made by the Custodian’s certifications as required Depositor under Section 2.03 which materially adversely affects the related Custodial Agreements, that value of a document is missing from, Mortgage Loan or the interest therein of the Certificateholder (a Trustee "Defective Mortgage FileLoan"), or discovery (ii) by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan Loan, which materially adversely affects breach results in the value of that Mortgage Loan or the interest therein of the Certificateholders (being a “"Defective Mortgage Loan”) " (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof of such breach to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or Depositor cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered such missing document or cure such defect or breach in all material respects during such period, the TrusteeTrustee shall (i) in the case of an uncured breach under Section 2.03, on behalf cause the Depositor to repurchase such Defective Mortgage Loan at the Purchase Price and (ii) in the case of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified an uncured breach by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this the Mortgage Loan Purchase and Sale Agreement, and cause the related Originator or Depositor to enforce the Seller, as 's obligation under the case may be, Mortgage Loan Purchase and Sale Agreement to repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase Price Price, in each case on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach under clause (ii) above that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period and, if the defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code following such 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Defective Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator such deposit and two copies of a Request for Release with respect to such depositDefective Mortgage Loan, shall release or cause the Custodian to release to the related Originator Seller or the SellerDepositor, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Defective Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Defective Mortgage Loan as provided above, either party the Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and Seller (or the Seller Depositor, if applicable) to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party Seller (or the Depositor, if applicable) respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties described in Schedule B which are made to the best of the Seller's knowledge, if it is discovered by any of the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the Custodian, on behalf of the Trustee, Trustee for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The Trustee shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in this Agreement under Section 2.02(a) and deliver to the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Replacement Mortgage Loans, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer Trustee, based upon information provided by the Servicer, shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Seller shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer two copies of such deposita Request for Release with respect to the Deleted Mortgage Loan or Loans, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party Seller or Depositor, as applicable, shall repurchase orrepurchase, or the Seller, subject to the limitations set forth in Section 2.05(b2.04(b), shall substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(aSections 2.04(a) and 2.04(b) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor, the Servicer and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding.

Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) Pursuant to Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement, the Seller has made certain representations and warranties as to the characteristics of the Initial Mortgage Loans (set forth in Schedule B of this Agreement) as of the Closing Date (and will be deemed to have made the same representations and warranties with respect to the Subsequent Mortgage Loan as of the applicable Subsequent Transfer Date) and the conveyance thereof from the Seller to the Depositor, for the benefit of the Trustee and the Certificateholders and the Seller has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties. It is understood and agreed that such representations and warranties set forth in Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery by the Depositor, the Seller or the related Originator Depositor or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the a Custodian’s certifications 's Final Trust Receipt as required under the related Custodial Agreementsany Custody Agreement, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, Depositor or the Seller or the related Originator of the breach by such Originator or the Seller of any representation or warranty under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, Sale Agreement in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “"Defective Mortgage Loan”") (each of the Depositor, the Seller and the related Originator such parties hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator Trustee and the other of such parties), the Securities AdministratorTrustee, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, Depositor in writing of such defective or missing document or breach and request that the Seller or related Originator Depositor deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery date that the Depositor discovered or its receipt of notice was notified of such missing document, defect or breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has Depositor does not delivered deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, Trustee shall enforce the obligations of the related Originator Seller's obligation under the related Mortgage Loan Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, Sale Agreement and cause the related Originator or the Seller, as the case may be, Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified 90-day period (subject to Section 2.05(b2.04(b) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below90-day period, if the related Originator or the Seller, as applicable, Seller shall have commenced to cure such breach within such specified 90-day period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such an additional time as is reasonably determined by the Trustee to cure such breach. To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller90-day period. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the Custodian to release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan. In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b2.04(b) below. It is understood and agreed that the obligations obligation of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a2.04(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ ' Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution. Scheduled The applicable Custodian shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in the related Custody Agreement and deliver to the Trustee and the Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of substitution, each applicable Custodian shall deliver to the Trustee and the Depositor a certification substantially in the form of a revised Final Trust Receipt, with respect to such Replacement Mortgage Loans for which it acts as Custodian, with any exceptions noted thereon. Monthly Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments collections and recoveries in respect of such Deleted Mortgage for in the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Mortgage Loan Purchase and Servicing Sale Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such the Mortgage Loan Purchase and Servicing Agreement or Purchase Sale Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution. For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a “"Substitution Amount”"), if any, by which the aggregate Stated Principal Balance Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together with one month's interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the related Originator or Seller, as applicable, Seller shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at and the applicable Net Mortgage Rate, on such Substitution Amount, and the Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, Seller the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator or the Seller, as applicable, Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) either REMIC Eventcreated hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (c) Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator Depositor 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 within two Business Days give written notice thereof to the other parties. In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b2.04(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a2.04(a) above. The Trustee shall re-convey to the related Originator or the Seller, as applicable, 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. (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Securities Administrator, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of such party relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding.