Common use of Purchase and Substitution Clause in Contracts

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Upon discovery by the Depositor, the Sponsor, the Servicer, the Indenture Trustee or a Noteholder of a breach of any of the representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loan, or which materially and adversely affects the interests of the Noteholders in the related Mortgage Loan, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Unaffiliated Seller's Agreement that is made to the best of the Unaffiliated Seller's knowledge, the Unaffiliated Seller shall be deemed to have knowledge of all facts and circumstances in existence as of such date and, if it is discovered by the Servicer, the Back-up Servicer, any Subservicer, the Trustee or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Trustee with respect thereto, then notwithstanding the Unaffiliated Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the Depositor, the SponsorUnaffiliated Seller, the Servicer, the Indenture Back-up Servicer, any Subservicer or the Trustee or a Noteholder of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Trustee or the Certificateholders, or which materially and adversely affects the interests of the Noteholders Trustee or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Unaffiliated Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days Business Days of the discovery) give written notice thereof to the others. Within Subject to the last paragraph of this Section 3.03, within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor Unaffiliated Seller's Agreement, the Servicer shall, and if or shall cause the Depositor fails to, then the Sponsor shall Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Date, in by depositing an amount equal to the manner and at Loan Repurchase Price into the price specified in Section 2.06(b) and this Section 4.02Collection Account, or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee receives an Opinion of Counsel, by and at the cost of the Servicer, to the effect set forth below in this Section. In addition, pursuant to the Unaffiliated Seller's Agreement, the Unaffiliated Seller and the related Originator shall be obligated to indemnify the Trustee and the Certificateholders for any third party claims arising out of a breach by the Unaffiliated Seller of representations or warranties regarding the Mortgage Loans. Pursuant to the Unaffiliated Seller's Agreement any such substitution shall be accompanied by payment by the Unaffiliated Seller of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Unaffiliated Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor Unaffiliated Seller or Sponsor an Originator, as applicable, to effect such substitution by delivering to the Indenture Collateral Agent on behalf of the Trustee a certification, certification in the form attached hereto as Exhibit FL, executed by a Servicing OfficerOfficer and shall cause the Unaffiliated Seller or an Originator, and as applicable, to deliver the documents described in Sections 2.05(a)(i)-(vi2.05(a)(i) through (vi) for such Qualified Substitute Mortgage Loan or LoansLoans to the Collateral Agent on behalf of the Trustee. (dc) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to a Qualified Substitute Mortgage Loan or Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Unaffiliated Seller. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Unaffiliated Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Back-up Servicer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations of the Depositor Unaffiliated Seller and the Sponsor related Originator set forth in Sections 2.06 and 4.02 3.05 of the Unaffiliated Seller's Agreement to, and the Servicer's obligation to cause the Unaffiliated Seller and the Originator to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(gclause (a) above, constitute the sole remedies of the Indenture Trustee and the Noteholders Certificateholders respecting a breach of the representations and warranties of the Sponsor Unaffiliated Seller and the Originators set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the DepositorSections 3.01, the Indenture Trustee, the Issuing Entity, the Owner Trustee 3.02 and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.3.03

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 shall survive the transfer of the Mortgage Loans by the Depositor Seller to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Upon discovery by the DepositorSeller, the Sponsor, the Servicer, the Indenture Trustee or a Noteholder of a breach of any of the representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loan, or which materially and adversely affects the interests of the Noteholders in the related Mortgage Loan, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor Seller shall, and if the Depositor Seller fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor Seller or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor Seller or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor Seller and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor Seller or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor Seller and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the DepositorSeller, the Indenture Trustee, the Issuing EntityTrust, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 shall survive the transfer of the Mortgage Loans by the Depositor Sponsor to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Upon discovery by the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee Trustee, the Note Insurer or a Noteholder of a breach of any of the representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loan, or which materially and adversely affects the interests of the Note Insurer or the Noteholders in the related Mortgage Loan, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Payment Date, in the manner and at the price specified in Section 2.06(b2.06(c) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)4. (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01 and 3.02 of the Purchase Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01 and 3.02 of the Purchase Agreement that is made to the best of the Seller's knowledge, if it is discovered by the Master Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date 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 inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the DepositorSeller, the SponsorMaster Servicer, any Subservicer, the Servicer, the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Noteholders Certificate Insurer or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) Subject to the last paragraph of this Section 3.03, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor shallPurchase Agreement, and if the Depositor fails to, then the Sponsor Seller shall be required to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on a the next succeeding Master Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.022.04(b), or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this Section. Pursuant to the Purchase Agreement, any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Seller shall cause be required pursuant to the Depositor or Sponsor Purchase Agreement to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FH, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi2.03(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (dc) The Master Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Seller. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall give written notice to the Indenture Trustee and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or LoansLoan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations of the Depositor and the Sponsor Seller set forth in Sections 2.06 2.05 and 4.02 3.04 of the Purchase Agreement to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify Loan as described provided in Section 4.02(g) Sections 2.05 and 3.04 constitute the sole remedies of the Indenture Trustee and the Noteholders Certificateholders respecting a breach of the representations and warranties of the Sponsor Seller set forth in Section 4.01 Sections 3.01 and 3.02 of this the Purchase Agreement. (g) The Sponsor shall be obligated . In addition, it is understood and agreed that the Company has assigned to indemnify the Depositor, Trustee all of its rights under the Indenture Trustee, the Issuing Entity, the Owner Trustee Purchase Agreement and the Noteholders for right to enforce any third party claims arising out of a breach by remedy against the Sponsor of representations or warranties regarding the Mortgage Loans.Seller as provided in Section 3.04

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement shall survive the transfer purchase by the Depositor of the Mortgage Loans Loans, the subsequent transfer thereof by the Depositor to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the Unaffiliated Seller's Agreement. (b) Upon discovery by the DepositorUnaffiliated Seller, the SponsorDepositor, the Servicer, any Subservicer, the Indenture Trustee Trustee, the Note Insurer or a Noteholder of a breach of any of the representations and warranties in Section 4.01 Sections 3.01, 3.02 or 3.03 of the Unaffiliated Seller's Agreement which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Noteholders or the Note Insurer, or which materially and adversely affects the interests of the Note Insurer or the Noteholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Unaffiliated Seller's or the Originator's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty forty-five (6045) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor Servicer shall, and if or shall cause the Depositor fails Unaffiliated Seller or an Originator to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Payment Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 2.06(b) and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)4. (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01 and 3.02 shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Certificateholders. Upon discovery by the Depositor, the SponsorRepresentative, the Servicer, any Subservicer, any Custodian, the Indenture Trustee, the Co- Trustee or, in the case of any Pool I or a Noteholder Pool IV Mortgage Loan, the Certificate Insurer of a breach of any of the such representations and warranties (or, in the case of any Subsequent Mortgage Loan, any additional representation or warranty set forth in Section 4.01 2.01(d) of the Insurance Agreement) which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders, or which materially and adversely affects the interests of the Noteholders Certificate Insurer, in the case of any Pool I or Pool IV Mortgage Loan, or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Representative's or Originators' best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor Representative shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan by depositing in the applicable Principal and Interest Account, on a Servicer Remittance the next succeeding Determination Date, an amount in the manner and at the price specified in Section 2.06(b) and this Section 4.022.05(b), or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans, provided such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee, and, in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies case of any repurchase Pool I or Pool IV Mortgage Loan, the Certificate Insurer receive an Opinion of Counsel that such substitution made pursuant would not constitute a Prohibited Transaction or cause the Trust Fund to this Section 4.02 or Section 2.06(b). (c) fail to qualify as a REMIC at any time any Certificates are outstanding. As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee (or, with respect to the Pool III Mortgage Loans, the Co-Trustee) a certification, certification in the form attached hereto as Exhibit FJ, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi) constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 shall survive the transfer of the Mortgage Loans by the Depositor Seller to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Upon discovery by the DepositorSeller, the Sponsor, the Master Servicer, the Indenture Trustee Trustee, the Note Insurer or a Noteholder of a breach of any of the representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loan, or which materially and adversely affects the interests of the Note Insurer or the Noteholders in the related Mortgage Loan, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Payment Date, in the manner and at the price specified in Section 2.06(b2.06(c) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Note Insurer and the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b2.06(c). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Master Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Master Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall give written notice to the Backup Servicer, the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “"Mortgage Loan” " shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are is required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Master Servicer shall deposit into the related Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor Master Servicer or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee Trustee, the Note Insurer and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the DepositorSeller, the Indenture Trustee, the Issuing EntityTrust, the Owner Trustee Trustee, the Noteholders and the Noteholders Note Insurer for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Purchase Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase Agreement that is made to the best of the Seller's knowledge, if it is discovered by the Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date 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 inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the Depositor, the SponsorSeller, the Servicer, any Subservicer, the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Noteholders Certificate Insurer or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) Subject to the last paragraph of this Section 3.03, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor Purchase Agreement, the Servicer shall, and if or shall cause the Depositor fails to, then the Sponsor shall Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Distribution Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02), or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this Section. In addition, pursuant to the Purchase Agreement, the Seller and the related Originator shall be obligated to indemnify the Trustee, the Certificateholders and the Certificate Insurer for any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loans. Pursuant to the Purchase Agreement any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor Seller or Sponsor an Originator, as applicable, to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FH, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (dc) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Seller. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or LoansLoan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations of the Depositor Seller and the Sponsor related Originator set forth in Sections 2.06 2.05 and 4.02 3.05 of the Purchase Agreement to, and the Servicer's obligation to cause the Seller and the Originator to, cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(gclause (a) above, constitute the sole remedies of the Indenture Trustee Trustee, the Certificate Insurer and the Noteholders Certificateholders respecting a breach of the representations and warranties of the Sponsor Seller set forth in Sections 3.01 and 3.02 of the Purchase Agreement. The Trustee shall give prompt written notice to the Certificate Insurer and the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.01 of this Agreement3.03 or Section 2.06(b). (ge) The Sponsor shall be obligated to indemnify Upon discovery by the DepositorServicer, the Indenture Trustee, the Issuing EntityCertificate Insurer or any Certificateholder that any Mortgage Loan does not constitute a Qualified Mortgage, the Owner party discovering such fact shall promptly (and in any event within 5 days of the discovery) give written notice thereof to the other parties. In connection therewith, pursuant to the Purchase Agreement, the Seller shall be required to repurchase or substitute a Qualified Substitute Mortgage Loan for the affected Mortgage Loan within 60 days of the earlier of such discovery by any of the foregoing parties, or the Trustee's or the Seller's receipt of notice, in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase Agreement. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the Noteholders same terms and conditions, as it would a Mortgage Loan repurchased for any third party claims arising out breach of a breach by representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Sponsor of representations or warranties regarding the Mortgage LoansPurchase Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01 and 3.02 shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Certificateholders. Upon discovery by the Depositor, the SponsorRepresentative, the Servicer, any Subservicer, the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties (or, in the case of any Subsequent Mortgage Loan, any additional representation or warranty set forth in Section 4.01 2.01(d) of the Insurance Agreement) which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders, or which materially and adversely affects the interests of the Noteholders Certificate Insurer, or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Representative's or Originators' best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor Representative shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan by depositing in the applicable Principal and Interest Account, on a Servicer Remittance the next succeeding Determination Date, an amount in the manner and at the price specified in Section 2.06(b) and this Section 4.022.05(b), or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in Loans, provided such substitution is effected not later than the manner specified in Section 2.06 date which is two years after the Startup Day or at such later date, if the Trustee and this Section 4.02the Certificate Insurer receive an Opinion of Counsel that such substitution would not constitute a Prohibited Transaction or cause the Trust Fund to fail to qualify as a REMIC at any time any Certificates are outstanding. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FJ, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi) constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.03 shall survive the transfer conveyance of the Mortgage Home Loans by the Depositor to the Issuing EntityIssuer, the subsequent pledge thereof by Grant of the Issuing Entity Home Loans to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes Securities to the Noteholders, Securityholders and shall continue in full force and effect, notwithstanding be continuing as long as any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Security is outstanding. Upon discovery by the Depositor, the Sponsor, the Master Servicer, the Seller, the Custodian, the Issuer, the Indenture Trustee Trustee, the Securities Insurer or a Noteholder any Securityholder of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loanthe Home Loans or the interest of the Securityholders or the Securities Insurer, or which materially and adversely affects the interests of the Noteholders Securityholders or the Securities Insurer in the related Mortgage LoanHome Loan in the case of a representation and warranty relating to a particular Home Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies others. Except with respect to a breach of any repurchase the representations made by Mego pursuant to Section 3.03(b)(xxxii) and (xxxiii), in the event of a determination in Section 2.06(c) or substitution a breach of a representation and warranty made pursuant to this Section 4.02 or Section 2.06(b). (c3.03(b) As to any Deleted Mortgage Loan for which that materially and adversely affects the Depositor interests of the Securityholders or the Sponsor substitutes Security Insurer in the Home Loan with respect to which such representation is made or in the Home Loans and a Qualified Substitute Mortgage Loan failure within sixty Business Days of discovery or Loans, the Servicer shall cause the Depositor or Sponsor receipt of notice of such failure to effect a cure of the circumstances giving rise to such substitution defect, Mego shall be obligated, on the Monthly Cut-Off Date next succeeding the expiration of such sixty-day period, to repurchase (or substitute for, to the extent permitted by delivering to subsection (b) below) the affected Home Loan. The Securities Insurer and the Indenture Trustee on behalf of the Securityholders agree that if an FHA Loan is a certification, Defective Home Loan because a document is not included in the form attached hereto Servicer's Home Loan File as Exhibit F, executed by a Servicing Officer, and of the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans 60th Business Day after the date discovery or receipt of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitutionthereof, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” defect shall be deemed to also refer be cured if the Indenture Trustee shall have received during the sixty-day period after such date a written statement addressed to it from the REO Mortgage Loan. With respect to any Mortgage Loan Director of HUD Title I Insurance Division that the Depositor and Sponsor are such document would not be required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with a claim for FHA Insurance with respect to such FHA Loan. Except as set forth in Section 5 of the liquidation of such Mortgage Loan within the same time period in which the ServicerIndemnification Agreement, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It it is understood and agreed that the obligations obligation of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 Mego to cure, purchase repurchase or substitute for a defective Mortgage Loan, or any such Home Loan pursuant to indemnify as described in this Section 4.02(g) shall constitute the sole remedies remedy against it with respect to such breach of the foregoing representations or warranties or the existence of the foregoing conditions. For purposes of calculating Business Days with respect to a Defective Home Loan that is an FHA Loan because a document is not included in the Servicer's Home Loan File in this Section 3.05(a), a Business Day shall not include any day on which the FHA is officially closed for With respect to a breach of the representations made by Mego pursuant to Section 3.03(b)(xxxii) or (xxxiii) if the FHA has not assigned a case number under the Contract of Insurance to an FHA Loan to indicate that such FHA Loan is eligible for Title I Insurance coverage under the Contract of Insurance on or before the 120th day after the Closing Date, Mego shall be obligated, on the Monthly Cut-Off Date next succeeding such 120th day, to repurchase such FHA Loan. If the FHA Reserve Amount with respect to an FHA Loan has not been transferred to the FHA Insurance Coverage Reserve Account on or before the 150th day after the Closing Date, Mego shall be obligated, on the Monthly Cut-Off Date next succeeding such 150th day, to repurchase such FHA Loan. The Claims Administrator shall give notice in writing to each of the Master Servicer, the Securities Insurer, the Depositor, Mego and the Indenture Trustee, the Owner Trustee of (i) any FHA Loan with respect to which there has not been assigned a case number under the Contract of Insurance on or before the 120th day after the Closing Date and (ii) any FHA Loan that has not been transferred to the FHA Insurance Coverage Reserve Account on or before the 150th day after the Closing Date. For purposes of calculating either 120 or 150 days from the Closing Date in this Section 3.05(a), any day on which the FHA is officially closed for reasons other than such day being a Saturday, Sunday or a day on which banking institutions in Washington, D.C. are authorized or obligated by law, executive order or governmental decree to be closed, shall not be counted in making such calculation. If Mego is required to repurchase any Home Loan on a Monthly Cut-Off Date that is not a Business Day, such repurchase shall be made on the last Business Day preceding such Monthly Cut-Off Date. Any Home Loan required to be purchased or repurchased pursuant to this Section 3.05(a) is referred to as a "Defective Home Loan". (b) Mego shall be obligated to repurchase a Defective Home Loan for the Purchase Price, payable to the Indenture Trustee in cash on the Monthly Cut-Off Date specified in Section 3.05(a) above, for deposit in the Note Distribution Account. Notwithstanding the foregoing, Mego may elect in lieu of the purchase or repurchase of a Defective Home Loan as provided in this Section 3.05, to substitute, as of the Monthly Cut-off Date specified in Section 3.05(a), a Qualified Substitute Home Loan for the Defective Home Loan in accordance with the provisions of this Section 3.05. (c) Mego shall notify the Master Servicer, the Indenture Trustee and the Noteholders respecting a breach of Securities Insurer in writing not less than five Business Days before the representations and warranties of related Determination Date which is on or before the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall date on which Mego would otherwise be obligated required to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.repurchase such Home

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Unaffiliated Seller's Agreement that is made to the best of the Unaffiliated Seller's knowledge, the Unaffiliated Seller shall be deemed to have knowledge of all facts and circumstances in existence as of such date and, if it is discovered by the Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Trustee or the Certificate Insurer with respect thereto, then notwithstanding the Unaffiliated Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the Depositor, the SponsorUnaffiliated Seller, the Servicer, any Subservicer, the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Trustee, the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Noteholders Trustee, the Certificate Insurer or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Unaffiliated Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days Business Days of the discovery) give written notice thereof to the others. Within Subject to the last paragraph of this Section 3.03, within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor Unaffiliated Seller's Agreement, the Servicer shall, and if or shall cause the Depositor fails to, then the Sponsor shall Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Distribution Date, in by depositing an amount equal to the manner and at Loan Repurchase Price into the price specified in Section 2.06(b) and this Section 4.02Collection Account, or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this Section. In addition, pursuant to the Unaffiliated Seller's Agreement, the Unaffiliated Seller and the related Originator shall be obligated to indemnify the Trustee, the Certificateholders and the Certificate Insurer for any third party claims arising out of a breach by the Unaffiliated Seller of representations or warranties regarding the Mortgage Loans. Pursuant to the Unaffiliated Seller's Agreement any such substitution shall be accompanied by payment by the Unaffiliated Seller of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Unaffiliated Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor Unaffiliated Seller or Sponsor an Originator, as applicable, to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FH, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (dc) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to a Qualified Substitute Mortgage Loan or Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Unaffiliated Seller. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Unaffiliated Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations of the Depositor Unaffiliated Seller and the Sponsor related Originator set forth in Sections 2.06 and 4.02 3.05 of the Unaffiliated Seller's Agreement to and the Servicer's obligation to cause the Unaffiliated Seller and the Originator to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(gclause (a) above, constitute the sole remedies of the Indenture Trustee Trustee, the Certificate Insurer and the Noteholders Certificateholders respecting a breach of the representations and warranties of the Sponsor Unaffiliated Seller and the Originators set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the DepositorSections 3.01, the Indenture Trustee, the Issuing Entity, the Owner Trustee 3.02 and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.3.03

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.1 and 3.2 of the Purchase and Sale Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.1 or 3.2 of the Purchase and Sale Agreement that is made to the best of the Transferor's knowledge, if it is discovered by the Master Servicer, any Subservicer, the Trustee[, [the Certificate Insurer] or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Transferor's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the DepositorTransferor, the SponsorMaster Servicer, any Subservicer, the Servicer, Trustee [or the Indenture Trustee or a Noteholder Certificate Insurer] of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders, or which materially and adversely affects the interests of the Noteholders [Certificate Insurer or the] Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Transferor's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) Subject to the last paragraph of this Section 3.3, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor shallPurchase and Sale Agreement, and if the Depositor fails to, then the Sponsor Transferor shall be required to (a1) promptly cure such breach in all material respects, (b2) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b2.4(c) and this Section 4.02(in which case the Mortgage Loan shall become a Deleted Mortgage Loan), or (c3) remove such Mortgage Loan from the Trust Estate Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Date or at such later date, if the Trustee [and the Certificate Insurer] receive an Opinion of Counsel to the effect that such substitution will not constitute a prohibited transaction for the purposes of the REMIC provisions of the Code or cause the 200_ - _ REMIC to fail to qualify as a REMIC at any time any Certificates are outstanding. Pursuant to the Purchase and Sale Agreement, any such substitution shall be accompanied by payment by the Transferor of the Substitution Adjustment, if any, to the Master Servicer to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Certificate Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Transferor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Transferor shall cause be required pursuant to the Depositor or Sponsor Purchase and Sale Agreement to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FH, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi2.3(a)(i)-(v) for such Qualified Substitute Mortgage Loan or Loans. (dc) The Master Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Transferor. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Transferor shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall give written notice to the Indenture Trustee and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or LoansLoan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations obligation of the Depositor and the Sponsor Transferor set forth in Sections 2.06 Section 3.4 of the Purchase and 4.02 Sale Agreement to cure, purchase purchase, substitute or substitute otherwise pay amounts to the Trust [or the Certificate Insurer] for a defective Mortgage Loan, or to indemnify Loan as described provided in such Section 4.02(g) constitute 3.4 constitutes the sole remedies of the Indenture Trustee Trustee[, [the Certificate Insurer] and the Noteholders respecting Certificateholders with respect to a breach of the representations and warranties of the Sponsor Transferor set forth in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. The Trustee shall give prompt written notice to the [Certificate Insurer,] _______ and _______ of any repurchase or substitution made pursuant to Section 4.01 of this Agreement3.3 or Section 2.4(b) hereof. (ge) The Sponsor Upon discovery by the Master Servicer, the Trustee[, [the Certificate Insurer] or any Certificateholder that any Mortgage Loan does not constitute a Qualified Mortgage, the Person discovering such fact shall promptly (and in any event within 5 days of the discovery) give written notice thereof to the others of such Persons. In connection therewith, pursuant to the Purchase and Sale Agreement, the Transferor shall be obligated required to indemnify repurchase or substitute a Qualified Substitute Mortgage Loan for the Depositoraffected Mortgage Loan within 60 days of the earlier of such discovery by any of the foregoing parties, or the Indenture Trustee's or the Transferor's receipt of notice, in the Issuing Entitysame manner as it would a Mortgage Loan for a breach of representation or warranty contained in Section 3.1 or 3.2 of the Purchase and Sale Agreement. The Trustee shall reconvey to the Transferor the Mortgage Loan to be released pursuant hereto in the same manner, and on the Owner Trustee same terms and the Noteholders conditions, as it would a Mortgage Loan repurchased for any third party claims arising out breach of a breach by representation or warranty contained in Section 3.1 or 3.2 of the Sponsor of representations or warranties regarding the Mortgage LoansPurchase and Sale Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Upon discovery by the Depositor, the Sponsor, the Servicer, the Indenture Trustee Trustee, the Note Insurer or a Noteholder of a breach of any of the representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loan, or which materially and adversely affects the interests of the Note Insurer or the Noteholders in the related Mortgage Loan, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Note Insurer and the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the related Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee Trustee, the Note Insurer and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee Trustee, the Noteholders and the Noteholders Note Insurer for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 SECTIONS 3.01 AND 3.02 shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Certificates hereunder. Upon discovery by the any Depositor, the Sponsor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage LoanLoans or the interest of the Trustee, the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Noteholders Trustee, the Certificate Insurer, or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Depositors' best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor Servicer shall (a) promptly cure cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on a Servicer Remittance the next succeeding Determination Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02SECTION 2.06(B), or (c) remove such Mortgage Loan from by causing the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 Principal and this Section 4.02Interest Account. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or LoansLoans is substituted, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee or the Custodian on behalf of the Trustee, a certification, certification in the form of EXHIBIT B attached hereto as Exhibit Fto the Custodial Agreement, executed by a Servicing OfficerOfficer and delivering to the Trustee (or the Custodian on behalf of the Trustee, and with a copy of such certification to the Trustee) a copy of such certification, the documents described in Sections 2.05(a)(i)-(vi) constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part and a trust receipt of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice Custodian as to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 3.02 and Section 3.04 hereof shall survive the transfer conveyance of the Mortgage Home Loans by from the Transferor to the Depositor and from the Depositor to the Issuing EntityGrantor Trustee, the subsequent conveyance of the Grantor Trust Certificate to the Issuer, the pledge thereof by of the Issuing Entity Grantor Trust Certificate to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) . Upon discovery by the Depositor, the Sponsor, the Servicer, the Transferor, any Custodian, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee or a Noteholder any Securityholder of a breach of any of the representations and warranties set forth in Section 4.01 3.02 and Section 3.04 which materially and adversely affects the value of any Mortgage Loan, the Home Loans or which materially and adversely affects the interests of the Noteholders Grantor Trustee, the Owner Trustee or the Indenture Trustee in the related Mortgage LoanHome Loan (notwithstanding that such representation and warranty was made to the Transferor's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) The Transferor shall within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, including any breach of the Depositor shallrepresentation set forth in Section 3.04(ap) hereof as a result of an aggregate of Home Loans which would not otherwise cause a breach of any other representation or warranty, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects. If within 60 days after the earlier of the Transferor's discovery of such breach or the Transferor's receiving notice thereof such breach has not been remedied by the Transferor and such breach materially and adversely affects the interests of the Grantor Trustee, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at Owner Trustee or the price specified in Section 2.06(b) and this Section 4.02Indenture Trustee in, or the value of, the related Home Loan (cthe "Defective Home Loan"), the Transferor shall on or before the Determination Date next succeeding the end of such 60-day period either (i) remove such Mortgage Defective Home Loan from the Grantor Trust Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Home Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.023.05 or (ii) purchase such Defective Home Loan at a purchase price equal to the Purchase Price by depositing such Purchase Price in the Collection Account. The Transferor shall provide the Servicer, the Indenture Trustee, the Grantor Trustee shall deliver prompt written notice to and the Rating Agencies Owner Trustee with a certification of any repurchase a Responsible Officer on the Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in lieu of such Defective Home Loan a Qualified Substitute Home Loan. Any substitution made of Home Loans pursuant to this Section 4.02 3.05(a) shall be accompanied by payment by the Transferor of the Substitution Adjustment, if any, to be deposited in the Collection Account. For purposes of calculating the Available Collection Amount for any Payment Date, amounts paid by the Transferor pursuant to this Section 3.05 in connection with the repurchase or substitution of any Defective Home Loan that are on deposit in the Collection Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the Note Payment Account as part of the Available Collection Amount to be retained therein or transferred to the Certificate Distribution Account, if applicable, pursuant to Section 2.06(b5.01(c) hereof. In addition to such cure, repurchase or substitution obligation, the Transferor shall indemnify the Issuer, the Depositor, the Indenture Trustee, the Grantor Trustee and the Securityholders against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Transferor of any of it representations and warranties contained in Section 3.02 and Section 3.04. (b) In addition to the preceding repurchase obligations, each of the Transferor and Servicer shall have the option, exercisable in its sole discretion at any time, (i) to repurchase from the Grantor Trustee any Defaulted Home Loan or (ii) substitute one or more Qualified Substitute Home Loans for any Defaulted Home Loan (in which case such Defaulted Home Loan shall become a Deleted Home Loan); provided, however, that any such repurchase or substitution of a Defaulted Home Loan pursuant to this Subsection shall be conducted in the same manner as the repurchase or substitution of a Defective Home Loan pursuant to this Section 3.05. (c) As to any Deleted Mortgage Home Loan for which the Depositor or the Sponsor Transferor substitutes a Qualified Substitute Mortgage Home Loan or Loans, the Servicer Transferor shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee and Grantor Trustee (i) a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing Officer, Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and (ii) the documents described in Sections 2.05(a)(i)-(vi) constituting the Grantor Trustee's Home Loan File for such Qualified Substitute Mortgage Home Loan or Loans. (d) . The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Home Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Home Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Transferor. The Grantor Trustee will be entitled to all payments received on the next succeeding Payment Date. For Deleted Home Loan on or before the Due Period in which date of substitution and the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and Transferor shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Home Loan. The Servicer Transferor shall give written notice to the Grantor Trustee, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and Owner Trustee that such substitution has taken place and the Servicer shall amend the Mortgage Home Loan Schedule to reflect (i) the removal of such Deleted Mortgage Home Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Home Loan. The Transferor shall promptly deliver to the Grantor Trustee, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and Owner Trustee, a copy of the amended Home Loan or LoansSchedule. Upon such substitution, such Qualified Substitute Mortgage Home Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” and the Transferor shall be deemed to also refer to the REO Mortgage Loan. With have made with respect to any Mortgage such Qualified Substitute Home Loan that or Loans, as of the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu date of repurchasing such Mortgage Loansubstitution, the Servicer shall covenants, representations and warranties set forth in Section 3.02 and Section 3.04 hereof. On the date of such substitution, the Transferor will deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, Collection Account an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) With respect to all Defective Home Loans or other Home Loans repurchased by the Transferor pursuant to this Agreement, upon the deposit of the Purchase Price therefor into the Collection Account, the Grantor Trustee shall assign to the Transferor, without recourse, representation or warranty, all the Grantor Trustee's right, title and interest in and to such Defective Home Loans or other Home Loans, which right, title and interest were conveyed to the Grantor Trustee pursuant to the Grantor Trust Agreement. The Grantor Trustee shall take any actions as shall be reasonably requested by the Transferor to effect the repurchase of any such Home Loans. (e) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 Transferor to cure, purchase cure or to repurchase or substitute for a defective Mortgage any such Home Loan, or and to indemnify as described in for any breach of any representation or warranty with respect thereto, pursuant to this Section 4.02(g) 3.05 shall constitute the sole remedies against it with respect to such breach of the foregoing representations or warranties or the existence of the foregoing conditions. With respect to representations and warranties made by the Transferor pursuant to Section 3.02 and Section 3.04 hereof that are made to the Transferor's best knowledge, if it is discovered by any of the Depositor, the Transferor, the Indenture Trustee, the Grantor Trustee or the Owner Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the Noteholders respecting value of the related Home Loan, notwithstanding the Transferor's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty. Any cause of action against the Transferor relating to or arising out of a defect in a Grantor Trustee's Home Loan File as contemplated by Section 2.06 of the Grantor Trust Agreement or against the Transferor relating to or arising out of a breach of any representations and warranties made in Section 3.02 and Section 3.04 hereof shall accrue as to any Home Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Sponsor Transferor or notice thereof by the Transferor to the Indenture Trustee, (ii) failure by the Transferor to cure such defect or breach or purchase or substitute such Home Loan as specified above, and (iii) demand upon the Transferor, as applicable, by the Grantor Trustee or the Grantor Trust Holder for all amounts payable in respect of such Home Loan. (f) Neither the Grantor Trustee, the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Home Loan pursuant to this Section 4.01 or the eligibility of any Home Loan for purposes of this Agreement. (g) The Sponsor In connection with a repurchase or substitution of any Home Loan pursuant to this Section 3.05, the Servicer shall be obligated amend the Home Loan Schedule to indemnify reflect (i) the Depositorremoval of the applicable Deleted Home Loan from the terms of this Agreement, and (ii) if applicable, the substitution of the applicable Qualified Substitute Home Loan. In connection with its monthly reporting here under, the Servicer shall deliver a copy of the amended Home Loan Schedule to the Grantor Trustee, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage LoansTransferor.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing EntityIssuer, the subsequent pledge thereof by the Issuing Entity Issuer to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Upon discovery by the Depositor, the Sponsor, the Servicer, the Indenture Trustee or a Noteholder of a breach of any of the representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loan, or which materially and adversely affects the interests of the Noteholders in the related Mortgage Loan, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing EntityIssuer, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Article III, shall survive the transfer conveyance of the Mortgage Loans by the Depositor to the Issuing EntityIssuer, the subsequent pledge thereof by grant of the Issuing Entity Loans to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes Securities to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Securityholders. Upon discovery by the Servicer, the Depositor, the SponsorCustodian, the ServicerIssuer, the Indenture Trustee or a Noteholder any Securityholder of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loanthe Loans or the interest of the Securityholders, or which materially and adversely affects the interests of the Noteholders Securityholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Loan (notwithstanding that such representation and warranty was made to the Depositor's or the Servicer's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) The Depositor or ________ shall within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects. If, (b) purchase however, within 60 days after the earlier of the Depositor's or _________'s discovery of such Mortgage Loan on a Servicer Remittance Date, in breach or the manner Depositor's or _________'s receiving notice thereof such breach has not been remedied by either the Depositor or ______ and at such breach materially and adversely affects the price specified in Section 2.06(b) and this Section 4.02interests of the Securityholders in, or the value of, the related Loan (cthe "Defective Loan"), the Depositor or _______ shall on or before the Determination Date next succeeding the end of such 60-day period either (i) remove such Mortgage Defective Loan from the Trust Estate Issuer (in which case it shall become a "Deleted Mortgage Loan") and substitute one or more Qualified Substitute Mortgage Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.023.5 or (ii) purchase such Defective Loan at a purchase price equal to the Purchase Price (as defined below) by depositing such Purchase Price in the Collection Account. The Depositor or _____ shall provide the Servicer (if the certificate is to come from the Depositor), the Indenture Trustee shall deliver prompt written notice and the Issuer with a certification of a Responsible Officer on the Determination Date next succeeding the end of such 60-day period indicating whether the Depositor is purchasing the Defective Loan or substituting in lieu of such Defective Loan a Qualified Substitute Loan. With respect to the Rating Agencies purchase of any repurchase or substitution made a Defective Loan pursuant to this Section 4.02 3.5, the "Purchase Price" shall be equal to the Principal Balance of such Defective Loan as of the date of purchase, plus all accrued and unpaid interest on such Defective Loan to but not including the Due Date in the Due Period most recently ended prior to such Determination Date computed at the applicable Loan Interest Rate, plus the amount of any unreimbursed Servicing Advances and Nonrecoverable Servicing Advances made by the Servicer with respect to such Defective Loan, which Purchase Price shall be deposited in the Collection Account (after deducting therefrom any amounts received in respect of such repurchased Defective Loan and being held in the Collection Account for future distribution to the extent such amounts represent recoveries of principal not yet applied to reduce the related Principal Balance or interest (net of the Servicing Fee) for the period from and after the Due Date in the Due Period most recently ended prior to such Determination Date). Any substitution of Loans pursuant to this Section 2.06(b3.5(a) and Section 2.6(a) shall be accompanied by payment by the Depositor or ______ of the Substitution Adjustment, if any, to be deposited in the Collection Account. For purposes of calculating the Available Collection Amount for any Distribution Date, amounts paid by the Depositor or ______ pursuant to this Section 3.5 in connection with the repurchase or substitution of any Defective Loan that are on deposit in the Collection Account as of the Determination Date for such Distribution Date shall be deemed to have been paid during the related Due Period and shall be transferred to the Note Distribution Account as part of the Available Collection Amount to be retained therein or transferred to the Certificate Distribution Account, if applicable, pursuant to Section 5.1(c). (c) . As to any Deleted Mortgage Loan for which the Depositor or the Sponsor ______substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to _____ shall effect such substitution by delivering (i) to the Issuer a certification executed by a Responsible Officer of the Depositor to the effect that the Substitution Adjustment has been credited to the Collection Account and (ii) to the Indenture Trustee a certification(or the Custodian on behalf of the Indenture Trustee, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and applicable) the documents described in Sections 2.05(a)(i)-(vi) constituting the Indenture Trustee's Loan File for such Qualified Substitute Mortgage Loan or Loans. (db) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Depositor (or _________, if substituted by _________). The Issuer will be entitled to all payments received on the next succeeding Payment Date. For Deleted Loan on or before the Due Period in which date of substitution, and the substitution occursDepositor or _________, distributions to Noteholders will include as the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and case may be, shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer Depositor or _____ shall give written notice to the Issuer, the Servicer, the Indenture Trustee that such substitution has taken place and the Servicer shall amend the Mortgage Loan Schedule to reflect (i) the removal of such Deleted Mortgage Defective Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Loan. The Depositor or _____ shall promptly deliver to the Issuer, the Servicer and the Indenture Trustee, a copy of the amended Loan or LoansSchedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” and ____ and the Depositor shall be deemed to also refer to the REO Mortgage Loan. With have made with respect to any Mortgage such Qualified Substitute Loan that or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Section 3.4. On the date of such substitution, the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan_________, in lieu of repurchasing such Mortgage Loanas the case may be, the Servicer shall will deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, Collection Account an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any. In addition, incurred in connection with on the liquidation date of such Mortgage substitution, the Issuer shall cause the Indenture Trustee to release the Deleted Loan within from the same time period in which lien of the Servicer, Depositor or Sponsor would have otherwise been required Indenture and the Issuer will cause such Qualified Substitute Loan to repurchase such Mortgage Loanbe pledged to the Indenture Trustee under the Indenture as part of the Trust Estate. (fc) It is understood and agreed that the obligations of the Depositor and the Sponsor _____ set forth in Sections 2.06 and 4.02 this Section 3.5 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) Defective Loan constitute the sole remedies of the Issuer, the Indenture Trustee and the Noteholders Securityholders hereunder respecting a breach of the representations and warranties contained in Section 3.4. Any cause of action against the Sponsor Depositor or _____ relating to or arising out of a defect in a Indenture Trustee's Loan File as contemplated by Section 2.6 or against ____ or the Depositor relating to or arising out of a breach of any representations and warranties made in Section 3.4 shall accrue as to any Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Depositor or ____ or notice thereof by the Depositor or _____ to the Issuer, (ii) failure by the Depositor or ______ to cure such defect or breach or to purchase or substitute such Loan as specified above, and (iii) demand upon the Depositor by the Issuer or the Majority Securityholders, as applicable, for all amounts payable in respect of such Loan. (d) Neither the Issuer nor the Indenture Trustee shall have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Loan pursuant to this Section 4.01 3.5 or the eligibility of any Loan for purposes of this Agreement. (ge) The Sponsor shall be obligated With respect to indemnify all Defective Loans or other Loans repurchased by the DepositorDepositor or ______ pursuant to this Agreement, upon the deposit of the Purchase Price therefor in the Note Distribution Account, the Indenture Trustee shall assign to the Depositor or _________, as the case may be, without recourse, representation or warranty, all the Indenture Trustee's right, title and interest in and to such Defective Loan or Loans, which right, title and interest were conveyed to the Issuing Entity, the Owner Indenture Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loanspursuant to Section 2.1.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement shall survive the transfer purchase by the Depositor of the Mortgage Loans Loans, the subsequent transfer thereof by the Depositor to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Notes Insurer, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the Unaffiliated Seller's Agreement. (b) Upon discovery by the DepositorUnaffiliated Seller, the SponsorDepositor, the Servicer, any Subservicer, the Indenture Trustee Trustee, the Collateral Agent, the Note Insurer or a Noteholder of a breach of any of the representations and warranties in Section 4.01 Sections 3.01, 3.02 or 3.03 of the Unaffiliated Seller's Agreement which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Noteholders or the Note Insurer, or which materially and adversely affects the interests of the Note Insurer or the Noteholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Unaffiliated Seller's or the Originator's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor Servicer shall, and if or shall cause the Depositor fails Unaffiliated Seller or an Originator to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Distribution Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 2.06(b) and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)4. (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 3.04 hereof shall survive the transfer conveyance of the Mortgage Home Loans by the Depositor to the Issuing EntityGrantor Trustee, the subsequent conveyance of the Grantor Trust Certificate to the Issuer, the pledge thereof by of the Issuing Entity Grantor Trust Certificate to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) . Upon discovery by the Depositor, the Sponsor, the Servicer, the Transferor, any Custodian, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee or a Noteholder any Securityholder of a breach of any of such representations and warranties or the representations and warranties set forth in Section 4.01 3.04 which materially and adversely affects the value of any Mortgage Loan, the Home Loans or which materially and adversely affects the interests of the Noteholders Grantor Trustee, the Owner Trustee or the Indenture Trustee in the related Mortgage LoanHome Loan (notwithstanding that such representation and warranty was made to the Transferor's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) The Transferor shall within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, including any breach of the Depositor shallrepresentation set forth in Section 3.04(ap) hereof as a result of an aggregate of Home Loans which would not otherwise cause a breach of any other representation or warranty, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects. If within 60 days after the earlier of the Transferor's discovery of such breach or the Transferor's receiving notice thereof such breach has not been remedied by the Transferor and such breach materially and adversely affects the interests of the Grantor Trustee, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at Owner Trustee or the price specified in Section 2.06(b) and this Section 4.02Indenture Trustee in, or the value of, the related Home Loan (cthe "Defective Home Loan"), the Transferor shall on or before the Determination Date next succeeding the end of such 60-day period either (i) remove such Mortgage Defective Home Loan from the Grantor Trust Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Home Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.023.05 or (ii) purchase such Defective Home Loan at a purchase price equal to the Purchase Price by depositing such Purchase Price in the Collection Account. The Transferor shall provide the Servicer, the Indenture Trustee, the Grantor Trustee shall deliver prompt written notice to and the Rating Agencies Owner Trustee with a certification of any repurchase a Responsible Officer on the Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in lieu of such Defective Home Loan a Qualified Substitute Home Loan. Any substitution made of Home Loans pursuant to this Section 4.02 3.05(a) shall be accompanied by payment by the Transferor of the Substitution Adjustment, if any, to be deposited in the Collection Account. For purposes of calculating the Available Collection Amount for any Payment Date, amounts paid by the Transferor pursuant to this Section 3.05 in connection with the repurchase or substitution of any Defective Home Loan that are on deposit in the Collection Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the Note Payment Account as part of the Available Collection Amount to be retained therein or transferred to the Certificate Distribution Account, if applicable, pursuant to Section 2.06(b)5.01(c) hereof. In addition to such cure, repurchase or substitution obligation, the Transferor shall indemnify the Issuer, the Depositor, the Indenture Trustee, the Grantor Trustee and the Securityholders against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgements, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Transferor of any of it representations and warranties contained in Section 3.02 and Section 3.04. (cb) As to any Deleted Mortgage Home Loan for which the Depositor or the Sponsor Transferor substitutes a Qualified Substitute Mortgage Home Loan or Loans, the Servicer Transferor shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee and Grantor Trustee (i) a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing Officer, Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and (ii) the documents described in Sections 2.05(a)(i)-(vi) constituting the Grantor Trustee's Home Loan File for such Qualified Substitute Mortgage Home Loan or Loans. (d) . The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Home Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Home Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Transferor. The Grantor Trustee will be entitled to all payments received on the next succeeding Payment Date. For Deleted Home Loan on or before the Due Period in which date of substitution and the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and Transferor shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Home Loan. The Servicer Transferor shall give written notice to the Grantor Trustee, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and Owner Trustee that such substitution has taken place and the Servicer shall amend the Mortgage Home Loan Schedule to reflect (i) the removal of such Deleted Mortgage Home Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Home Loan. The Transferor shall promptly deliver to the Grantor Trustee, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and Owner Trustee, a copy of the amended Home Loan or LoansSchedule. Upon such substitution, such Qualified Substitute Mortgage Home Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” and the Transferor shall be deemed to also refer to the REO Mortgage Loan. With have made with respect to any Mortgage such Qualified Substitute Home Loan that or Loans, as of the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu date of repurchasing such Mortgage Loansubstitution, the Servicer shall covenants, representations and warranties set forth in Section 3.04 hereof. On the date of such substitution, the Transferor will deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, Collection Account an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fc) With respect to all Defective Home Loans or other Home Loans repurchased by the Transferor pursuant to this Agreement, upon the deposit of the Purchase Price therefor into the Collection Account, the Grantor Trustee shall assign to the Transferor, without recourse, representation or warranty, all the Grantor Trustee's right, title and interest in and to such Defective Home Loans or other Home Loans, which right, title and interest were conveyed to the Grantor Trustee pursuant to the Grantor Trust Agreement, including, solely with respect to such Defective Home Loans or other Home Loans, all rights with respect thereto under any applicable Preferred Transaction Document. The Grantor Trustee shall take any actions as shall be reasonably requested by the Transferor to effect the repurchase of any such Home Loans. (d) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 Transferor to cure, purchase cure or to repurchase or substitute for a defective Mortgage any such Home Loan, or and to indemnify as described in for any breach of any representation or warranty with respect thereto, pursuant to this Section 4.02(g) 3.05 shall constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a against it with respect to such breach of the foregoing representations or warranties or the existence of the foregoing conditions. With respect to representations and warranties made by the Transferor pursuant to Section 3.04 hereof that are made to the Transferor's best knowledge, if it is discovered by any of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify Depositor, the DepositorTransferor, the Indenture Trustee, the Issuing Entity, Grantor Trustee or the Owner Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the Noteholders for any third party claims value of the related Home Loan, notwithstanding the Transferor's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty. Any cause of action against the Transferor relating to or arising out of a defect in a Grantor Trustee's Home Loan File as contemplated by Section 2.06 of the Grantor Trust Agreement or against the Transferor relating to or arising out of a breach of any representations and warranties made in Section 3.04 hereof shall accrue as to any Home Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Transferor or notice thereof by the Sponsor Transferor to the Indenture Trustee, (ii) failure by the Transferor to cure such defect or breach or purchase or substitute such Home Loan as specified above, and (iii) demand upon the Transferor, as applicable, by the Grantor Trustee or the Grantor Trust Holder for all amounts payable in respect of representations such Home Loan. (e) If the Transferor does not perform its obligation to cure, repurchase or warranties regarding substitute in lieu of a Defective Home Loan as provided in Section 3.05(a), the Mortgage LoansIndenture Trustee shall promptly provide notice of the Defective Home Loan to: (i) Preferred, with respect to a Defective Home Loan which was acquired by the Transferor pursuant to the Preferred Purchase Agreement and (ii) Preferred and ICI, with respect to a Defective Loan which was acquired by the Transferor pursuant to the PWRES Assignment and Assumption Agreement and request that such party perform its cure, repurchase, substitution, indemnification or other obligations with respect to such Defective Home Loan as set forth in the applicable Preferred Transaction Documents. In the event that the Transferor repurchases or substitutes in lieu of a Defective Home Loan pursuant to Section 3.05(a), the Grantor Trustee agrees to release and assign to the Transferor all rights of the Grantor Trustee under the Preferred Transaction Documents with respect to such Defective Home Loan. (f) Neither the Grantor Trustee, the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Home Loan pursuant to this Section or the eligibility of any Home Loan for purposes of this Agreement.

Purchase and Substitution. (a) (i) It is understood and agreed that the representations and warranties set forth in Section 4.01 3.04 hereto shall survive the transfer conveyance of the Mortgage Eligible Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit Trustee on behalf of the NoteholdersIssuer or the Depositor, as applicable, and the delivery of the Notes Securities to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Securityholders. Upon discovery by the Depositor, the SponsorServicer, the ServicerLoan Originator, the Collateral Custodian, the Issuer, the Indenture Trustee or a Noteholder any Securityholder of a breach of any of such representations and warranties or the representations and warranties of the Loan Originator set forth in Section 4.01 3.02 or 3.04 which materially and adversely affects the value or enforceability of any Mortgage Loan, Eligible Loan or which materially and adversely affects the interests of the Noteholders Securityholders, in the related Mortgage Loan, the any Eligible Loan any party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others; provided, however, that for purposes of the repurchase and substitution provisions contained in this Section 3.05, a breach of a representation or warranty set forth in Section 3.04 shall mean that such representation or warranty was incorrect as of the date such representation or warranty was made by the Loan Originator. Within sixty (60) The Loan Originator shall within 90 days of the earlier of its the Loan Originator’s discovery or its receipt of the Loan Originator’s receiving notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase . If within 90 days after the earlier of the Loan Originator’s discovery of such Mortgage breach or the Loan on a Servicer Remittance Date, Originator’s receiving notice thereof such breach has not been remedied by the Loan Originator and such breach materially and adversely affects the interests of the Securityholders in the manner and at related Eligible Loan (an “Unqualified Loan”), the price specified in Section 2.06(b) and this Section 4.02, Loan Originator shall promptly upon receipt of written instructions from the Initial Noteholder or the Indenture Trustee either (ci) remove such Mortgage Unqualified Loan from the Trust Estate Collateral (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice 3.05 (except to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution extent that no Borrowing Base Deficiency occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect following the removal of such Deleted Mortgage Unqualified Loan) or (ii) purchase such Unqualified Loan at a purchase price equal to the Repurchase Price with respect to such Unqualified Loan by depositing or causing to be deposited such Repurchase Price in the Collection Account; provided, however, that unless a Borrowing Base Deficiency exists, the Loan Originator shall only be required to remove such Unqualified Loan from the terms of this Agreement Collateral and the substitution of the shall not be required to pay a Repurchase Price or substitute a Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respectstherefor. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 shall survive the transfer of the Mortgage Loans by the Depositor Seller to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Upon discovery by the DepositorSeller, the Sponsor, the Master Servicer, the Indenture Trustee Trustee, the Note Insurer or a Noteholder of a breach of any of the representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loan, or which materially and adversely affects the interests of the Note Insurer or the Noteholders in the related Mortgage Loan, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Payment Date, in the manner and at the price specified in Section 2.06(b2.06(c) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Note Insurer and the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b2.06(c). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Master Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Master Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall give written notice to the Backup Servicer, the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are is required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Master Servicer shall deposit into the related Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor Master Servicer or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee Trustee, the Note Insurer and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the DepositorSeller, the Indenture Trustee, the Issuing EntityTrust, the Owner Trustee Trustee, the Noteholders and the Noteholders Note Insurer for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01 and 3.02 of the Purchase Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01 and 3.02 of the Purchase Agreement that is made to the best of the Seller's knowledge, if it is discovered by the Master Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date 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 inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the DepositorSeller, the SponsorMaster Servicer, any Subservicer, the Servicer, the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Noteholders Certificate Insurer or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) Subject to the last paragraph of this Section 3.03, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor shallPurchase Agreement, and if the Depositor fails to, then the Sponsor Seller shall be required to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on a the next succeeding Master Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.022.04(b), or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this Section. Pursuant to the Purchase Agreement, any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Seller shall cause be required pursuant to the Depositor or Sponsor Purchase Agreement to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FH, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi2.03(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (dc) The Master Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Seller. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall give written notice to the Indenture Trustee and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or LoansLoan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations of the Depositor and the Sponsor Seller set forth in Sections 2.06 2.05 and 4.02 3.04 of the Purchase Agreement to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify Loan as described provided in Section 4.02(g) Sections 2.05 and 3.04 constitute the sole remedies of the Indenture Trustee Trustee, the Certificate Insurer and the Noteholders Certificateholders respecting a breach of the representations and warranties of the Sponsor Seller set forth in Section 4.01 Sections 3.01 and 3.02 of this the Purchase Agreement. (g) The Sponsor shall be obligated . In addition, it is understood and agreed that the Company has assigned to indemnify the Depositor, Trustee all of its rights under the Indenture Trustee, the Issuing Entity, the Owner Trustee Purchase Agreement and the Noteholders for right to enforce any third party claims arising out of a breach by remedy against the Sponsor of representations or warranties regarding the Mortgage Loans.Seller as provided in Section 3.04

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 3.04 hereof shall survive the transfer conveyance of the Mortgage Home Loans by the Depositor to the Issuing EntityIssuer, the subsequent pledge thereof by grant of the Issuing Entity Home Loans to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) . Upon discovery by the Depositor, the SponsorServicer, the ServicerTransferor, the Custodian, the Issuer, the Indenture Trustee or a Noteholder any Securityholder of a breach of any of such representations and warranties or the representations and warranties set forth in Section 4.01 3.02 which materially and adversely affects the value of any Mortgage Loan, the Home Loans or which materially and adversely affects the interests of the Noteholders Securityholders in the related Mortgage LoanHome Loan (notwithstanding that such representation and warranty was made to the Transferor's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) The Transferor shall within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, including any breach of the Depositor shallrepresentation set forth in Section 3.04(ap) hereof as a result of an aggregate of Home Loans which would not otherwise cause a breach of any other representation or warranty, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase . If within 60 days after the earlier of the Transferor's discovery of such Mortgage Loan on a Servicer Remittance Date, breach or the Transferor's receiving notice thereof such breach has not been remedied by the Transferor and such breach materially and adversely affects the interests of the Securityholders or in the manner and at related Home Loan (the price specified in Section 2.06(b) and this Section 4.02"Defective Home Loan"), the Transferor shall on or before the Determination Date next succeeding the end of such 60-day period either (ci) remove such Mortgage Defective Home Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Home Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.023.05 or (ii) purchase such Defective Home Loan at a purchase price equal to the Purchase Price by depositing such Purchase Price in the Collection Account. The Transferor shall provide the Servicer, the Indenture Trustee shall deliver prompt written notice to and the Rating Agencies Issuer with a certification of any repurchase a Responsible Officer on the Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in lieu of such Defective Home Loan a Qualified Substitute Home Loan. Any substitution made of Home Loans pursuant to this Section 4.02 3.05(a) shall be accompanied by payment by the Transferor of the Substitution Adjustment, if any, to be deposited in the Collection Account. For purposes of calculating the Available Collection Amount for any Distribution Date, amounts paid by the Transferor pursuant to this Section 3.05 in connection with the repurchase or substitution of any Defective Home Loan that are on deposit in the Collection Account as of the Determination Date for such Distribution Date shall be deemed to have been paid during the related Due Period and shall be transferred to the Note Distribution Account as part of the Available Collection Amount to be retained therein or transferred to the Certificate Distribution Account, if applicable, pursuant to Section 2.06(b)5.01(c) hereof. It is understood and agreed that the obligation of the Transferor to repurchase or substitute any such Home Loan pursuant to this Section 3.05 shall constitute the sole remedy against it with respect to such breach of the foregoing representations or warranties or the existence of the foregoing conditions. With respect to representations and warranties made by the Transferor pursuant to Section 3.04 hereof that are made to the Transferor's best knowledge, if it is discovered by any of the Depositor, the Transferor, the Indenture Trustee or the Owner Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Home Loan, notwithstanding the Transferor's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty. (cb) As to any Deleted Mortgage Home Loan for which the Depositor or the Sponsor Transferor substitutes a Qualified Substitute Mortgage Home Loan or Loans, the Servicer Transferor shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee Issuer (i) a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing Officer, Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and (ii) the documents described in Sections 2.05(a)(i)-(vi) constituting the Indenture Trustee's Home Loan File for such Qualified Substitute Mortgage Home Loan or Loans. (d) . The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Home Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Home Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Transferor. The Issuer will be entitled to all payments received on the next succeeding Payment Date. For Deleted Home Loan on or before the Due Period in which date of substitution and the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and Transferor shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Home Loan. The Servicer Transferor shall give written notice to the Issuer, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and Owner Trustee that such substitution has taken place and the Servicer shall amend the Mortgage Home Loan Schedule to reflect (i) the removal of such Deleted Mortgage Home Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Home Loan. The Transferor shall promptly deliver to the Issuer, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and Owner Trustee, a copy of the amended Home Loan or LoansSchedule. Upon such substitution, such Qualified Substitute Mortgage Home Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” and the Transferor shall be deemed to also refer to the REO Mortgage Loan. With have made with respect to any Mortgage such Qualified Substitute Home Loan that or Loans, as of the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu date of repurchasing such Mortgage Loansubstitution, the Servicer shall covenants, representations and warranties set forth in Section 3.04 hereof. On the date of such substitution, the Transferor will deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, Collection Account an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any. In addition, incurred in connection with on the liquidation date of such Mortgage substitution, the Servicer shall cause the Indenture Trustee to release the Deleted Home Loan within from the same time period in which lien of the Servicer, Depositor or Sponsor would have otherwise been required Indenture and the Servicer will cause such Qualified Substitute Home Loan to repurchase such Mortgage Loanbe pledged to the Indenture Trustee under the Indenture as part of the Trust Estate. (fc) With respect to all Defective Home Loans or other Home Loans repurchased by the Transferor pursuant to this Agreement, upon the deposit of the Purchase Price therefor into the Collection Account, the Indenture Trustee shall assign to the Transferor, without recourse, representation or warranty, all the Indenture Trustee's right, title and interest in and to such Defective Home Loans or Home Loans, which right, title and interest were conveyed to the Indenture Trustee pursuant to Section 2.01 hereof. The Indenture Trustee shall take any actions as shall be reasonably requested by the Transferor to effect the repurchase of any such Home Loans. (d) It is understood and agreed that the obligations of the Depositor and the Sponsor Transferor set forth in Sections 2.06 and 4.02 this Section 3.05 to cure, purchase or substitute for a defective Mortgage Loan, or Defective Home Loan (and to indemnify the Trust for certain losses as described herein in Section 4.02(gconnection with a Defective Home Loan) constitute the sole remedies hereunder of the Depositor, the Issuer, the Indenture Trustee, Owner Trustee and the Noteholders Securityholders respecting a breach of the representations and warranties of the Sponsor set forth contained in Section 4.01 3.02 and Section 3.04 hereof. Any cause of this Agreement. (g) The Sponsor shall be obligated action against the Transferor relating to indemnify the Depositor, the or arising out of a defect in a Indenture Trustee, 's Home Loan File as contemplated by Section 2.05 hereof or against the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims Transferor relating to or arising out of a breach of any representations and warranties made in Section 3.04 hereof shall accrue as to any Home Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Transferor or notice thereof by the Sponsor Transferor to the Indenture Trustee, (ii) failure by the Transferor to cure such defect or breach or purchase or substitute such Home Loan as specified above, and (iii) demand upon the Transferor, as applicable, by the Issuer or the Majority Noteholders for all amounts payable in respect of representations such Home Loan. (e) Neither the Issuer nor the Indenture Trustee shall have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or warranties regarding substitution of any Home Loan pursuant to this Section or the Mortgage Loanseligibility of any Home Loan for purposes of this Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Unaffiliated Seller's Agreement that is made to the best of the Unaffiliated Seller's knowledge, the Unaffiliated Seller shall be deemed to have knowledge of all facts and circumstances in existence as of such date and, if it is discovered by the Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Trustee or the Certificate Insurer with respect thereto, then notwithstanding the Unaffiliated Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the Depositor, the SponsorUnaffiliated Seller, the Servicer, any Subservicer, the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Trustee, the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Noteholders Trustee, the Certificate Insurer or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Unaffiliated Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days Business Days of the discovery) give written notice thereof to the others. Within Subject to the last paragraph of this Section 3.03, within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor Unaffiliated Seller's Agreement, the Servicer shall, and if or shall cause the Depositor fails to, then the Sponsor shall Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Date, in by depositing an amount equal to the manner and at Loan Repurchase Price into the price specified in Section 2.06(b) and this Section 4.02Collection Account, or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this Section. In addition, pursuant to the Unaffiliated Seller's Agreement, the Unaffiliated Seller and the related Originator shall be obligated to indemnify the Trustee, the Certificateholders and the Certificate Insurer for any third party claims arising out of a breach by the Unaffiliated Seller of representations or warranties regarding the Mortgage Loans. Pursuant to the Unaffiliated Seller's Agreement any such substitution shall be accompanied by payment by the Unaffiliated Seller of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Unaffiliated Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor Unaffiliated Seller or Sponsor an Originator, as applicable, to effect such substitution by delivering to the Indenture Collateral Agent on behalf of the Trustee a certification, certification in the form attached hereto as Exhibit FH, executed by a Servicing OfficerOfficer and shall cause the Unaffiliated Seller or an Originator, and as applicable, to deliver the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or LoansLoans to the Collateral Agent on behalf of the Trustee. (dc) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to a Qualified Substitute Mortgage Loan or Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Unaffiliated Seller. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Unaffiliated Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations of the Depositor Unaffiliated Seller and the Sponsor related Originator set forth in Sections 2.06 and 4.02 3.05 of the Unaffiliated Seller's Agreement to, and the Servicer's obligation to cause the Unaffiliated Seller and the Originator to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(gclause (a) above, constitute the sole remedies of the Indenture Trustee Trustee, the Certificate Insurer and the Noteholders Certificateholders respecting a breach of the representations and warranties of the Sponsor Unaffiliated Seller and the Originators set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the DepositorSections 3.01, the Indenture Trustee, the Issuing Entity, the Owner Trustee 3.02 and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.3.03

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Purchase Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase Agreement that is made to the best of the Seller's knowledge, if it is discovered by the Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date 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 inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the Depositor, the SponsorSeller, the Servicer, any Subservicer, the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Noteholders Certificate Insurer or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) Subject to the last paragraph of this Section 3.03, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor Purchase Agreement, the Servicer shall, and if or shall cause the Depositor fails to, then the Sponsor shall Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Distribution Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02), or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this Section. In addition, pursuant to the Purchase Agreement, the Seller and the related Originator shall be obligated to indemnify the Trustee, the Certificateholders and the Certificate Insurer for any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loans. Pursuant to the Purchase Agreement any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor Seller or Sponsor an Originator, as applicable, to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FH, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (dc) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Seller. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or LoansLoan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations of the Depositor Seller and the Sponsor related Originator set forth in Sections 2.06 2.05 and 4.02 3.05 of the Purchase Agreement to, and the Servicer's obligation to cause the Seller and the Originator to, cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(gclause (a) above, constitute the sole remedies of the Indenture Trustee Trustee, the Certificate Insurer and the Noteholders Certificateholders respecting a breach of the representations and warranties of the Sponsor Seller set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee Sections 3.01 and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.3.02

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement shall survive the transfer purchase by the Depositor of the Mortgage Loans Loans, the subsequent transfer thereof by the Depositor to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the Unaffiliated Seller's Agreement. (b) Upon discovery by the DepositorUnaffiliated Seller, the SponsorDepositor, the Servicer, any Subservicer, the Indenture Trustee Trustee, the Note Insurer or a Noteholder of a breach of any of the representations and warranties in Section 4.01 Sections 3.01, 3.02 or 3.03 of the Unaffiliated Seller's Agreement which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Noteholders or the Note Insurer, or which materially and adversely affects the interests of the Note Insurer or the Noteholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Unaffiliated Seller's or the Originator's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days Business Days of the discovery) give written notice thereof to the others. Within sixty thirty (6030) days Business Days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor Servicer shall, and if or shall cause the Depositor fails Unaffiliated Seller or an Originator to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Payment Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 2.06(b) and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)4. (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Exhibit E hereto shall survive the transfer conveyance of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit Trustee on behalf of the NoteholdersIssuer, and the delivery of the Notes Securities to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Securityholders. Upon discovery by the Depositor, the Sponsor, the Servicer, the Loan Originator, the Custodian, the Issuer, the Indenture Trustee Trustee, the Note Agent or a Noteholder any Securityholder of a breach of any of such representations and warranties or the representations and warranties of the Loan Originator set forth in Section 4.01 3.02 which materially and adversely affects the value or enforceability of any Mortgage Loan, Loan or which materially and adversely affects the interests of the Noteholders Securityholders in any Loan (notwithstanding that such representation and warranty was made to the related Mortgage LoanLoan Originator's best knowledge) or which constitutes a breach of the representations and warranties set forth in Exhibit E, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) days The Loan Originator shall within 5 Business Days of the earlier of its the Loan Originator's discovery or its receipt of the Loan Originator's receiving notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase . If within 5 Business Days after the earlier of the Loan Originator's discovery of such Mortgage breach or the Loan on a Servicer Remittance Date, Originator's receiving notice thereof such breach has not been remedied by the Loan Originator and such breach materially and adversely affects the interests of the Securityholders in the manner and at related Loan (an "Unqualified Loan"), the price specified in Section 2.06(b) and this Section 4.02, or Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice 3.06 or (ii) purchase such Unqualified Loan at a purchase price equal to the Rating Agencies Repurchase Price with respect to such Unqualified Loan by depositing or causing to be deposited such Repurchase Price in the Collection Account. Any substitution of any repurchase or substitution made Loans pursuant to this Section 4.02 3.06(a) shall be accompanied by payment by the Loan Originator of the Substitution Adjustment, if any, (x) if no Overcollateralization Shortfall exists on the date of such substitution (after giving effect to such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i) or (y) otherwise to be deposited in the Collection Account pursuant to Section 2.06(b)5.01(b) hereof. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Loan Originator substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Loan Originator shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee and Note Agent a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing OfficerResponsible Officer of the Loan Originator to the effect that the Substitution Adjustment, and if any, has been (x) if no Overcollateralization Shortfall exists on the date of such substitution (after giving effect to such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i), or (y) otherwise deposited in the Collection Account. As to any Deleted Loan for which the Loan Originator substitutes a Qualified Substitute Loan or Loans, the Loan Originator shall effect such substitution by delivering to the Custodian the documents described in Sections 2.05(a)(i)-(vi) constituting the Custodial Loan File for such Qualified Substitute Mortgage Loan or Loans. (d) . The Servicer shall deposit in the Collection Account all payments received in connection with such each Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Loan Originator. The Trust will be entitled to all payments received on the next succeeding Payment Date. For Deleted Loan on or before the Due Period in which date of substitution and the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and Originator shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer Loan Originator shall give written notice to the Issuer, the Servicer (if the Loan Originator is not then acting as such), the Indenture Trustee and Note Agent that such substitution has taken place and the Servicer shall amend the Mortgage Loan Schedule to reflect (i) the removal of such Deleted Mortgage Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Issuer, the Loan or LoansOriginator, the Indenture Trustee and Note Agent, a copy of the amended Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage , and the Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” Originator shall be deemed to also refer have made with respect to such Qualified Substitute Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Exhibit E hereto. On the date of such substitution, the Loan Originator will (x) if no Overcollateralization Shortfall exists as of the date of substitution (after giving effect to such substitution), remit to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is Noteholders as provided in Section 5.01(c)(4)(i) or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall (y) otherwise deposit into the Payment Collection Account, pursuant to Section 8.01 of the Indenture, in each case an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any. In addition, incurred in connection with on the liquidation date of such Mortgage substitution, the Servicer shall cause the Indenture Trustee to release the Deleted Loan within from the same time period in which lien of the Servicer, Depositor or Sponsor would have otherwise been required Indenture and the Servicer will cause such Qualified Substitute Loan to repurchase such Mortgage Loanbe pledged to the Indenture Trustee under the Indenture as part of the Trust Estate. (fc) It is understood and agreed that With respect to all Unqualified Loans or other Loans repurchased by the obligations Loan Originator pursuant to this Agreement, upon the deposit of the Depositor Repurchase Price therefor into the Collection Account or the conveyance of one or more Qualified Substitute Loans and payment of any Substitution Adjustment, (i) the Sponsor set forth Issuer shall assign to the Loan Originator, without representation or warranty, all of the Issuer's right, title and interest in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage such Unqualified Loan, or which right, title and interest were conveyed to indemnify as described in the Issuer pursuant to Section 4.02(g2.01 hereof, and (ii) constitute the sole remedies of the Indenture Trustee and shall assign to the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the DepositorLoan Originator, without recourse, representation or warranty, all the Indenture Trustee's right, title and interest in and to such Unqualified Loans or Loans, which right, title and interest were conveyed to the Issuing Entity, the Owner Indenture Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.pursuant to Section 2.01

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.1 and 3.2 of the Purchase and Sale Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.1 or 3.2 of the Purchase and Sale Agreement that is made to the best of the Seller's knowledge, if it is discovered by the Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date 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 inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the Depositor, the SponsorSeller, the Servicer, any Subservicer, the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders, or which materially and adversely affects the interests of the Noteholders Certificate Insurer or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) Subject to the last paragraph of this Section 3.3, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor shallPurchase and Sale Agreement, and if the Depositor fails to, then the Sponsor Seller shall be required to (ai) promptly cure such breach in all material respects, (bii) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b2.4(b) and this Section 4.02(in which case the Mortgage Loan shall become a Deleted Mortgage Loan), or (ciii) remove such Mortgage Loan from the Trust Estate Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Date or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect that such substitution will not constitute a prohibited transaction for the purposes of the REMIC provisions of the Code or cause the _____ REMIC to fail to qualify as a REMIC at any time any Certificates are outstanding. Pursuant to the Purchase and Sale Agreement, any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to the Servicer to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Seller shall cause be required pursuant to the Depositor or Sponsor Purchase and Sale Agreement to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FH, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi2.3(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (dc) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Seller. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or LoansLoan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations of the Depositor and the Sponsor Seller set forth in Sections 2.06 2.5 and 4.02 3.4 of the Purchase and Sale Agreement to cure, purchase purchase, substitute or substitute otherwise pay amounts to the Trust or the Certificate Insurer for a defective Mortgage Loan, or to indemnify Loan as described provided in Section 4.02(g) such Sections 2.5 and 3.4 constitute the sole remedies of the Indenture Trustee Trustee, the Certificate Insurer and the Noteholders respecting Certificateholders with respect to a breach of the representations and warranties of the Sponsor Seller set forth in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. The Trustee shall give prompt written notice to the Certificate Insurer, Xxxxx'x and S&P of any repurchase or substitution made pursuant to this Section 4.01 of this Agreement3.3 or Section 2.4(b) hereof. (ge) The Sponsor shall be obligated to indemnify Upon discovery by the DepositorServicer, the Indenture Trustee, the Issuing EntityCertificate Insurer or any Certificateholder that any Mortgage Loan does not constitute a Qualified Mortgage, the Owner Person discovering such fact shall promptly (and in any event within 5 days of the discovery) give written notice thereof to the others of such Persons. In connection therewith, pursuant to the Purchase and Sale Agreement, the Seller shall be required to repurchase or substitute a Qualified Substitute Mortgage Loan for the affected Mortgage Loan within 60 days of the earlier of such discovery by any of the foregoing parties, or the Trustee's or the Seller's receipt of notice, in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Section 3.1 or 3.2 of the Purchase and Sale Agreement. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the Noteholders same terms and conditions, as it would a Mortgage Loan repurchased for any third party claims arising out breach of a breach by representation or warranty contained in Section 3.1 or 3.2 of the Sponsor of representations or warranties regarding the Mortgage LoansPurchase and Sale Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Exhibit E hereto and in Section 4.01 3 of the Residual Securities Transfer Agreement shall survive the transfer conveyance of the Mortgage Loans by or the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity Residual Securities to the Indenture Trustee, for the benefit Trustee on behalf of the NoteholdersIssuer, and the delivery of the Notes Securities to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Securityholders. Upon discovery by the Depositor, the SponsorServicer, the ServicerLoan Originator, the Custodian, the Issuer, the Indenture Trustee or a Noteholder any Securityholder of a breach of any of such representations and warranties or the representations and warranties of the Loan Originator set forth in Section 4.01 3.02 which materially and adversely affects the value or enforceability of any Mortgage Loan, Loan or which materially and adversely affects Residual Security or the interests of the Noteholders Securityholders in any Loan or Residual Security (notwithstanding that such representation and warranty was made to the related Mortgage LoanLoan Originator's best knowledge) or which, as a result of the attributes of the aggregate Loan Pool or Residual Securities Pool, constitutes a breach of the representations and warranties set forth in Exhibit E or in Section 3 of the Residual Securities Transfer Agreement, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) days The Loan Originator shall within 5 Business Days of the earlier of its the Loan Originator's discovery or its receipt of the Loan Originator's receiving notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase . If within 5 Business Days after the earlier of the Loan Originator's discovery of such Mortgage breach or the Loan on a Servicer Remittance Date, Originator's receiving notice thereof such breach has not been remedied by the Loan Originator and such breach materially and adversely affects the interests of the Securityholders in the manner and at related Loan (an "Unqualified Loan") or related Residual Security (an "Unqualified Residual Security"), the price specified in Section 2.06(b) and this Section 4.02, or Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) or Unqualified Residual Security (in which case it shall become a Deleted Residual Security) from the Trust and substitute one or more Qualified Substitute Mortgage Loans (in place of a Deleted Loan) or Qualified Residual Securities (in place of a Deleted Residual Security) in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice 3.06 or (ii) purchase such Unqualified Loan or Unqualified Residual Security at a purchase price equal to the Rating Agencies Repurchase Price with respect to such Unqualified Loan or Unqualified Residual Security by depositing or causing to be deposited such Repurchase Price in the Collection Account. Any substitution of any repurchase Loans or substitution made Residual Securities pursuant to this Section 4.02 3.06(a) shall be accompanied by payment by the Loan Originator of the Substitution Adjustment, if any, (x) if no Overcollateralization Shortfall exists on the date of such substitution (after giving effect to such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i) or (y) otherwise to be deposited in the Collection Account pursuant to Section 2.06(b)5.01(b)(1) hereof. (cb) As to any Deleted Mortgage Loan or Deleted Residual Security for which the Depositor or the Sponsor Loan Originator substitutes a Qualified Substitute Mortgage Loan or LoansLoans or Qualified Substitute Residual Security or Residual Securities, the Servicer Loan Originator shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee and Initial Noteholder a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing OfficerResponsible Officer of the Loan Originator to the effect that the Substitution Adjustment, and if any, has been (x) if no Overcollateralization Shortfall exists on the date of such substitution (after giving effect to such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i), or (y) otherwise deposited in the Collection Account. As to any Deleted Loan for which the Loan Originator substitutes a Qualified Substitute Loan or Loans, the Loan Originator shall effect such substitution by delivering to the Custodian the documents described in Sections 2.05(a)(i)-(vi) constituting the Custodial Loan File for such Qualified Substitute Mortgage Loan or Loans. (d) . As to any Deleted Residual Security for which the Loan Originator substitutes a Qualified Substitute Residual Security or Residual Securities, the Loan Originator shall effect such substitution by delivering to the Trustee the Loan Documents for such Qualified Substitute Residual Security or Residual Securities. The Servicer shall deposit in the Collection Account all payments received in connection with such each Qualified Substitute Mortgage Loan or Loans Qualified Substitute Residual Security after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.or

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.03 shall survive the transfer conveyance of the Mortgage Home Loans by the Depositor to the Issuing EntityIssuer, the subsequent pledge thereof by Grant of the Issuing Entity Home Loans to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes Securities to the Noteholders, Securityholders and shall continue in full force and effect, notwithstanding be continuing as long as any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Security is outstanding. Upon discovery by the Depositor, the Sponsor, the Master Servicer, the Seller, the Custodian, the Issuer, the Indenture Trustee Trustee, the Securities Insurer or a Noteholder any Securityholder of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loanthe Home Loans or the interest of the Securityholders or the Securities Insurer, or which materially and adversely affects the interests of the Noteholders Securityholders or the Securities Insurer in the related Mortgage LoanHome Loan in the case of a representation and warranty relating to a particular Home Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies others. Except with respect to a breach of any repurchase the representations made by Mego pursuant to Section 3.03(b)(xxxii) and (xxxiii), in the event of a determination in Section 2.06(c) or substitution a breach of a representation and warranty made pursuant to this Section 4.02 or Section 2.06(b). (c3.03(b) As to any Deleted Mortgage Loan for which that materially and adversely affects the Depositor interests of the Securityholders or the Sponsor substitutes Security Insurer in the Home Loan with respect to which such representation is made or in the Home Loans and a Qualified Substitute Mortgage Loan failure within sixty Business Days of discovery or Loans, the Servicer shall cause the Depositor or Sponsor receipt of notice of such failure to effect a cure of the circumstances giving rise to such substitution defect, Mego shall be obligated, on the Monthly Cut-Off Date next succeeding the expiration of such sixty-day period, to repurchase (or substitute for, to the extent permitted by delivering to subsection (b) below) the affected Home Loan. The Securities Insurer and the Indenture Trustee on behalf of the Securityholders agree that if an FHA Loan is a certification, Defective Home Loan because a document is not included in the form attached hereto Servicer's Home Loan File as Exhibit F, executed by a Servicing Officer, and of the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans 60th Business Day after the date discovery or receipt of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitutionthereof, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” defect shall be deemed to also refer be cured if the Indenture Trustee shall have received during the sixty-day period after such date a written statement addressed to it from the REO Mortgage Loan. With respect to any Mortgage Loan Director of HUD Title I Insurance Division that the Depositor and Sponsor are such document would not be required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with a claim for FHA Insurance with respect to such FHA Loan. Except as set forth in Section 5 of the liquidation of such Mortgage Loan within the same time period in which the ServicerIndemnification Agreement, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It it is understood and agreed that the obligations obligation of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 Mego to cure, purchase repurchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.such Home

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Article III, shall survive the transfer conveyance of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Depositor. Upon discovery by the Depositor, the Sponsor, the Servicer, the Indenture Trustee Depositor or a Noteholder any of its assignees of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loanthe Loans or the interest of the Securityholders, or which materially and adversely affects the interests of the Noteholders Securityholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Loan (notwithstanding that such representation and warranty was made to the Transferor's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) The Transferor shall within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects. If, (b) purchase however, within 60 days after the earlier of the Transferor's discovery of such Mortgage Loan on a Servicer Remittance Date, breach or the Transferor's receiving notice thereof such breach has not been remedied by either the Transferor and such breach materially and adversely affects the interests of the Securityholders or in the manner and at related Loan (the price specified in Section 2.06(b) and this Section 4.02"Defective Loan"), the Transferor shall on or before the Determination Date next succeeding the end of such 60day period either (ci) remove such Mortgage Defective Loan from the Trust Estate Issuer (in which case it shall become a "Deleted Mortgage Loan") and substitute one or more Qualified Substitute Mortgage Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.023.4 or (ii) purchase such Defective Loan at a purchase price equal to the Purchase Price by depositing such Purchase Price in the Collection Account. The Indenture Trustee Transferor shall deliver prompt written notice to provide the Rating Agencies Depositor with a certification of any repurchase a Responsible Officer on the Determination Date next succeeding the end of such 60day period indicating whether the Purchaser is purchasing the Defective Loan or substituting in lieu of such Defective Loan a Qualified Substitute Loan. Any substitution made of Loans pursuant to this Section 4.02 3.4(a) and Section 2.5(b) shall be accompanied by payment by the Transferor of the Substitution Adjustment, if any, to be deposited in the Collection Account. For purposes of calculating the Available Collection Amount for any Distribution Date, amounts paid by the Purchaser or [ ] pursuant to this Section 2.06(b). (c3.4 in connection with the repurchase or substitution of any Defective Loan that are on deposit in the Collection Account as of the Determination Date for such Distribution Date shall be deemed to have been paid during the related Due Period and shall be transferred to the Note Distribution Account as part of the Available Collection Amount to be retained therein or transferred to the Certificate Distribution Account, if applicable, pursuant to Section 5.1(c) of the Sale and Servicing Agreement. As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Transferor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Transferor shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee Depositor (i) a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing Officer, Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and (ii) the documents described in Sections 2.05(a)(i)-(vi) constituting the Indenture Trustee's Loan File for such Qualified Substitute Mortgage Loan or Loans. (db) The Servicer Transferor shall cause the Seller to deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Transferor. The Depositor will be entitled to all payments received on the next succeeding Payment Date. For Defective Loan on or before the Due Period in which date of substitution, and the substitution occursTransferor, distributions to Noteholders will include as the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and case may be, shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer Transferor shall give written notice to the Indenture Trustee Depositor that such substitution has taken place and the Servicer shall amend the Mortgage Loan Schedule to reflect (i) the removal of such Deleted Mortgage Defective Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Loan. The Transferor shall promptly deliver to the Depositor, a copy of the amended Loan or LoansSchedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” and the Transferor shall be deemed to also refer to the REO Mortgage Loan. With have made with respect to any Mortgage such Qualified Substitute Loan that or Loans, as of the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu date of repurchasing such Mortgage Loansubstitution, the Servicer shall covenants, representations and warranties set forth in Section 3.1. On the date of such substitution, the Transferor, will deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, Collection Account an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any. In addition, incurred in connection with on the liquidation date of such Mortgage substitution, the Depositor and its assigns shall cause the Indenture Trustee to release the Deleted Loan within from the same time period in which lien of the Servicer, Depositor or Sponsor would have otherwise been required Indenture and the Issuer will cause such Qualified Substitute Loan to repurchase such Mortgage Loanbe pledged to the [Indenture Trustee] under the Indenture as part of the Trust Estate. (fc) It is understood and agreed that the obligations of the Depositor and the Sponsor Transferor set forth in Sections 2.06 and 4.02 this Section 3.5 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) Defective Loan constitute the sole remedies of the Indenture Trustee Depositor and the Noteholders its assigns hereunder respecting a breach of the representations and warranties contained in Section 3.1. Any cause of action against the Transferor relating to or arising out of a defect in a Indenture Trustee's Loan File as contemplated by Section 2.6 or against the Transferor relating to or arising out of a breach of any representations and warranties made in Section 3.1 shall accrue as to any Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Transferor or notice thereof by the Transferor to the Depositor or its assigns, (ii) failure by the Transferor or the Seller to cure such defect or breach or purchase or substitute such Loan as specified above, and (iii) demand upon the Transferor, as applicable, by the Depositor or its assigns for all amounts payable in respect of such Loan. (d) None of the Sponsor Depositor or its assigns shall have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Loan pursuant to this Section 4.01 or the eligibility of any Loan for purposes of this Agreement. (ge) The Sponsor shall be obligated With respect to indemnify all Defective Loans or other Loans repurchased by the DepositorTransferor pursuant to this Agreement, upon the deposit of the Purchase Price therefor in the Note Distribution Account, the Indenture TrusteeDepositor or its assigns shall assign to the Transferor, as the Issuing Entitycase may be, without recourse, representation or warranty, all its title and interest in and to such Defective Loans or Loans, which right, title and interest were conveyed to the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.Depositor pursuant to Section 2.3. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01 and 3.02 shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Certificates hereunder. Upon discovery by the any Depositor, the Sponsor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage LoanLoans or the interest of the Trustee, the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Noteholders Trustee, the Certificate Insurer, or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Depositors' best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor Servicer shall (a) promptly cure cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on a Servicer Remittance the next succeeding Determination Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02), or (c) remove such Mortgage Loan from by causing the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 Principal and this Section 4.02Interest Account. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or LoansLoans is substituted, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee or the Custodian on behalf of the Trustee, a certification, certification in the form of Exhibit B attached hereto as Exhibit Fto the Custodial Agreement, executed by a Servicing OfficerOfficer and delivering to the Trustee (or the Custodian on behalf of the Trustee, and with a copy of such certification to the Trustee) a copy of such certification, the documents described in Sections 2.05(a)(i)-(vi) constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part and a trust receipt of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice Custodian as to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.03 shall survive the transfer conveyance of the Mortgage Home Loans by the Depositor to the Issuing EntityIssuer, the subsequent pledge thereof by Grant of the Issuing Entity Home Loans to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes Securities to the Noteholders, Securityholders and shall continue in full force and effect, notwithstanding be continuing as long as any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Security is outstanding. Upon discovery by the Depositor, the SponsorMaster Servicer, the ServicerSeller, the Owner Trustee, the Indenture Trustee or a Noteholder any Securityholder of a breach of any of the such representations and warranties made pursuant to Section 3.03(b), the party discovering such breach shall give prompt written notice to the others. In the event of a determination in Section 4.01 which 2.06(c) or a breach of a representation and warranty made pursuant to Section 3.03(b) that materially and adversely affects the value of any Mortgage Loanthe Home Loans or the interest of the Securityholders, or which materially and adversely affects the interests of the Noteholders Securityholders in the related Mortgage LoanHome Loan in the case of a representation and warranty relating to a particular Home Loan (notwithstanding that such representation and warranty was made to 44 49 the Seller's best knowledge), the party discovering such breach or and a failure shall promptly (and in any event within five (5) days sixty Business Days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach such failure to effect a cure of a representation the circumstances giving rise to such defect, Mego shall be obligated, on the Monthly Cut-Off Date next succeeding the expiration of such sixty-day period, to repurchase (or warrantysubstitute for, to the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, extent permitted by subsection (b) purchase such Mortgage Loan on a Servicer Remittance Date, in below) the manner affected Home Loan. It is understood and at agreed that the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice obligation of Mego to the Rating Agencies of any repurchase or substitution made substitute any such Home Loan pursuant to this Section 4.02 shall constitute the sole remedy against it with respect to such breach of the foregoing representations or warranties or the existence of the foregoing conditions. With respect to representations and warranties made by Mego pursuant to Section 2.06(b3.03(b) that are made to Mego's best knowledge, if it is discovered by any of the Depositor, the Master Servicer, the Seller, Mego, the Indenture Trustee, the Owner Trustee, or any Securityholder that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Home Loan, notwithstanding Mego's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty. If Mego is required to repurchase any Home Loan on a Monthly Cut-Off Date that is not a Business Day, such repurchase shall be made on the last Business Day preceding such Monthly Cut-Off Date. Any Home Loan required to be purchased or repurchased pursuant to this Section 3.05(a) is referred to as a "Defective Home Loan". (b) Mego shall be obligated to repurchase a Defective Home Loan for the Purchase Price, payable to the Indenture Trustee in cash on the Monthly Cut-Off Date specified in Section 3.05(a) above, for deposit in the Note Distribution Account. Notwithstanding the foregoing, Mego may elect in lieu of the repurchase of a Defective Home Loan as provided in this Section 3.05, to substitute, as of the Monthly Cut-off Date specified in Section 3.05(a), a Qualified Substitute Home Loan for the Defective Home Loan in accordance with the provisions of this Section 3.05. (c) As Mego shall notify the Master Servicer, and the Indenture Trustee in writing not less than five Business Days before the related Determination Date which is on or before the date on which Mego would otherwise be required to any Deleted Mortgage repurchase such Home Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor pursuant to Section 3.05(a) of its intention to effect a substitution under this Section. On such substitution by delivering Determination Date (the "Substitution Date"), Mego shall deliver to the Indenture Trustee a certification, in list of the form attached hereto as Exhibit F, executed Home Loans to be substituted for by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Home Loans, and attaching as an exhibit a supplemental Home Loan Schedule (the "Supplemental Loan Schedule") setting forth the same type of information appearing on the Home Loan Schedule and representing as to the accuracy thereof. In connection with any substitution pursuant to this Section 3.05, to the extent that the aggregate Principal Balance of any Qualified Substitute Home Loan or LoansHome Loans is less than the aggregate Principal Balance of the corresponding Home Loan or Home Loans as of the end of the Due Period prior to the Determination Date on which the substitution is being made, Mego shall deposit such difference (a "Substitution Adjustment Amount") to the Note Distribution Account on such date. (d) The Servicer shall deposit Concurrently with the satisfaction of the conditions set forth in this Section 3.05 and the Collection Account all payments received in connection with Grant of such Qualified Substitute Mortgage Loan or Home Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend pursuant to the Mortgage Loan Schedule Indenture, Exhibit A to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, shall be deemed to be amended to exclude all Home Loans being replaced by such Qualified Substitute Mortgage Home Loans and to include the information set forth on the Supplemental Loan or Schedule with respect to such Qualified Substitute Home Loans, and all references in this Agreement to Home Loans shall include such Qualified Substitute Home Loans and be subject deemed to be made on or after the terms of this Agreement in all respectsrelated Substitution Date, as the case may be, as to such Qualified Substitute Home Loans. (e) With respect to all Defective Home Loans or other Home Loans repurchased by Mego pursuant to this Agreement, upon the deposit of the Purchase Price therefor to the Note Distribution Account, the Indenture Trustee shall assign to Mego, without recourse, representation or warranty, all the Indenture Trustee's right, title and interest in and to such Defective Home Loans or Home Loans, which right, title and interest were conveyed to the Indenture Trustee pursuant to Section 2.01. The Indenture Trustee shall take any Mortgage actions as shall be reasonably requested by Mego to effect the repurchase of any such Home Loans. (f) The Servicer may, at its option, purchase from the Trust any Defaulted Home Loan that has been converted to an REO Mortgage or substitute a Qualified Substitute Home Loan for any Defaulted Home Loan, all references in provided, however, that the aggregate of Principal Balances of Defaulted Home Loans purchased or replaced pursuant to this Section 4.02 or Section 2.06 3.05(f) shall not exceed 10% of the Original Pool Principal Balance. If the Servicer elects to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes purchase a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Defaulted Home Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 Purchase Price in the Note Distribution Account on the Monthly Cut-Off Date following the date on which such election is made. Any substitution of a Defaulted Home Loan for a Qualified Substitute Home Loan by the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred Servicer shall be performed in connection accordance with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor substitution provisions set forth in Section 4.01 of this Agreement3.05(c) and Section 3.05(d). (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01 and 3.02 above with respect to the related Sub-Pool shall survive the transfer and assignment of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes Certificates to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Certificateholders. Upon discovery by the Depositor, the SponsorServicer, any Subservicer, the ServicerCustodian, the Indenture Trustee Trustee, the Certificate Insurer or a Noteholder any Certificateholder of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage LoanLoans or the interest of the Certificateholders, or which materially and adversely affects the interests of the Noteholders Certificate Insurer or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Depositor's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty The Depositor shall either (60a) within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, or (b) on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage Loan on a Servicer Remittance DateLoan, in the manner and at the price specified in Section 2.06(b2.05(b) and this Section 4.02, above or (c2) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans, provided such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Depositor delivers to the Trustee and the Certificate Insurer an Opinion of Counsel that such substitution would not constitute a prohibited transaction under the REMIC Provisions or cause the Trust Fund REMIC to fail to qualify as a REMIC at any time any Certificates are outstanding. Any such substitution shall be accompanied by payment by the Depositor of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 related Principal and this Section 4.02Interest Account. The Indenture Trustee shall deliver prompt written notice to For purposes of calculating the Rating Agencies of related Available Remittance Amount for any repurchase or substitution made Remittance Date, amounts paid by the Depositor pursuant to this Section 4.02 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Remittance Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Certificate Account pursuant to Section 2.06(b). (c5.04(i) on the Determination Date for such Remittance Date. As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FI, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. (d) . The Servicer shall deposit in the Collection related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Depositor. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Depositor shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Certificate Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Trustee a copy of the related amended Mortgage Loan or LoansSchedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” and the Depositor shall be deemed to also refer have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Depositor will remit to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor Servicer, and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall will deposit into the Payment related Principal and Interest Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan LossSubstitution Adjustment, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) . It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 2.05 and 4.02 3.03 above to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify Loan as described provided in Section 4.02(g) such Sections 2.05 and 3.03 constitute the sole remedies of the Indenture Trustee Trustee, the Certificate Insurer and the Noteholders Certificateholders respecting a breach of the representations and warranties warranties. Any cause of action against the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated Depositor relating to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Sponsor Depositor or notice thereof by the Depositor to the Trustee, (ii) failure by the Depositor to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Depositor by the Trustee for all amounts payable in respect of representations or warranties regarding the such Mortgage LoansLoan.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 3.05 hereof shall survive the transfer conveyance of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit Trustee on behalf of the NoteholdersIssuer, and the delivery of the Notes Securities to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Securityholders. Upon discovery by the Depositor, the SponsorServicer, the ServicerLoan Originators, the Custodian, the Issuer, the Indenture Trustee or a Noteholder any Securityholder of a breach of any of such representations and warranties or the representations and warranties of the Loan Originators set forth in Section 4.01 3.02 which materially and adversely affects the value of any Mortgage Loan, the Loans or which materially and adversely affects the interests of the Noteholders Securityholders in the related Mortgage LoanLoan (notwithstanding that such representation and warranty was made to the related Loan Originator's best knowledge) or which, as a result of the attributes of the aggregate Loan Pool, constitutes a breach of the representations and warranties set forth in Section 3.05 (45), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice The related Loan Originator shall within 5 Business Days of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase . If within 5 Business Days after the earlier of the related Loan Originator's discovery of such Mortgage breach or the related Loan on a Servicer Remittance Date, Originator's receiving notice thereof such breach has not been remedied by the related Loan Originator and such breach materially and adversely affects the interests of the Securityholders or in the manner and at related Loan (the price specified in Section 2.06(b) and this Section 4.02"Defective Loan"), or the related Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Defective Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.023.06 or (ii) purchase such Defective Loan at a purchase price equal to the Purchase Price with respect to such Defective Loan by depositing such Purchase Price in the Collection Account. The related Loan Originator shall provide the Servicer, the Indenture Trustee shall deliver prompt written notice Trustee, the Initial Noteholder and the Issuer with a certification of a Responsible Officer on the Determination Date next succeeding the end of such 5 Business Days period indicating whether the related Loan Originator is purchasing the Defective Loan or substituting in lieu of such Defective Loan a Qualified Substitute Loan. To the extent that a Wet Funded Loan is repurchased by the related Loan Originator by means of a withdrawal of the Sales Price therefor from the Reserve Account and distribution of such amount to the Rating Agencies Noteholders, the related Loan Originator shall pay an additional amount equal to the Note Interest Rate on the Principal Balance of any repurchase or such Wet Loan, computed for the period of time that the Wet Funded Loan was included in the Trust Estate; and the amount so withdrawn and such additional amount shall constitute the Purchase Price of such Wet Funded Loan. Any substitution made of Loans pursuant to this Section 4.02 3.06(a) shall be accompanied by payment by the related Loan Originator of the Substitution Adjustment, if any, to be deposited in the Collection Account pursuant to Section 5.01(b)(1) hereof. It is understood and agreed that the obligation of the Loan Originator to repurchase or substitute any such Loan pursuant to this Section 2.06(b)3.06 shall constitute the sole remedy against it with respect to such breach of the foregoing representations or warranties or the existence of the foregoing conditions. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor related Loan Originator substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer related Loan Originator shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee and Initial Noteholder (i) a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing OfficerResponsible Officer of the related Loan Originator to the effect that the Substitution Adjustment, if any, has been credited to the Collection Account and (ii) the documents described in Sections 2.05(a)(i)-(vi) constituting the Custodial Loan File for such Qualified Substitute Mortgage Loan or Loans. (d) . The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor related Loan Originator. The Issuer will be entitled to all payments received on the next succeeding Payment Date. For Deleted Loan on or before the Due Period in which date of substitution and the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage related Loan for such Due Period and Originator shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer related Loan Originator shall give written notice to the Issuer, the Servicer (if the related Loan Originator is not then acting as such), the Indenture Trustee and Initial Noteholder that such substitution has taken place and the Servicer shall amend the Mortgage Loan Schedule to reflect (i) the removal of such Deleted Mortgage Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Loan. The related Loan or LoansOriginator shall promptly deliver to the Issuer, the Servicer, the Indenture Trustee and Initial Noteholder, a copy of the amended Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage , and the related Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” Originator shall be deemed to also refer to the REO Mortgage Loan. With have made with respect to any Mortgage such Qualified Substitute Loan that or Loans, as of the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu date of repurchasing such Mortgage Loansubstitution, the Servicer shall covenants, representations and warranties set forth in Section 3.05 hereof. On the date of such substitution, the related Loan Originator will deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, Collection Account an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any. In addition, incurred in connection with on the liquidation date of such Mortgage substitution, the Servicer shall cause the Indenture Trustee to release the Deleted Loan within from the same time period in which lien of the Servicer, Depositor or Sponsor would have otherwise been required Indenture and the Servicer will cause such Qualified Substitute Loan to repurchase such Mortgage Loanbe pledged to the Indenture Trustee under the Indenture as part of the Trust Estate. (fc) With respect to all Defective Loans or other Loans repurchased by the related Loan Originator pursuant to this Agreement, upon the deposit of the Purchase Price therefor into the Collection Account, the Indenture Trustee shall assign to the related Loan Originator, without recourse, representation or warranty, all the Indenture Trustee's right, title and interest in and to such Defective Loans or Loans, which right, title and interest were conveyed to the Indenture Trustee pursuant to Section 2.01 hereof. The Indenture Trustee shall, at the expense of the related Loan Originator, take any actions as shall be reasonably requested by the related Loan Originator to effect the repurchase of any such Loans. (d) It is understood and agreed that the obligations of the Depositor and the Sponsor related Loan Originator set forth in Sections 2.06 and 4.02 this Section 3.06 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) Defective Loan constitute the sole remedies hereunder of the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Noteholders Securityholders respecting a breach of the representations and warranties of the Sponsor set forth contained in Section 4.01 3.05 hereof. Any cause of this Agreement. (g) The Sponsor shall be obligated action against the related Loan Originator relating to indemnify or arising out of a defect in a Custodial Loan File as contemplated by Section 2.05 hereof or against the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims related Loan Originator relating to or arising out of a breach of any representations and warranties made in Section 3.05 hereof shall accrue as to any Loan upon (i) discovery of such defect or breach by any party and notice thereof to the related Loan Originator or notice thereof by the Sponsor related Loan Originator to the Indenture Trustee, (ii) failure by the related Loan Originator to cure such defect or breach or purchase or substitute such Loan as specified above, and (iii) demand upon the related Loan Originator, as applicable, by the Issuer or the Majority Noteholders for all amounts payable in respect of representations such Loan. (e) Neither the Issuer nor the Indenture Trustee shall have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or warranties regarding substitution of any Loan pursuant to this Section or the Mortgage Loanseligibility of any Loan for purposes of this Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 herein shall survive the transfer purchase by the Depositor of the Mortgage Loans Loans, the transfer thereof by the Depositor to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Secured Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Upon discovery by the DepositorOriginators, the SponsorDepositor, the Servicer, any Subservicer, the Indenture Trustee Trustee, the Collateral Agent, or a Noteholder of a breach of any of the representations and warranties in Section 3.01, 3.02 or 4.01 hereof which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Noteholders, or which materially and adversely affects the interests of the Noteholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (with respect to those representations and warranties which are made to the best of the Originators', the Depositor's or the Sponsor's knowledge, if it is discovered by the Originator's, the Depositor, the Sponsor or the Note Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest of the Note Purchaser, notwithstanding the Originators', the Depositor's or 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 and warranty), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty five (605) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warrantywarranty made in Section 4.01(a), the Depositor shall, Originators shall be jointly and if the Depositor fails to, then the Sponsor shall severally obligated to (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a Servicer Remittance the next succeeding Determination Date, at the Repurchase Price in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 2.07 and this Section 4.02. Within five (5) days of the earlier of its discovery or its receipt of notice of any breach of the Portfolio Composition Criteria, the Originators shall be obligated to (a) purchase Mortgage Loans on the next succeeding Determination Date, at the Repurchase Price in the manner specified in this Section 4.02, or (b) remove Mortgage Loans from the Trust Estate (in which case they shall become Deleted Mortgage Loans) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.07 and this Section 4.02, in each case such that the Mortgage Loans in the aggregate satisfy the Portfolio Composition Criteria; provided that to the extent that the breach arises solely from a breach of the Portfolio Composition Criteria related to Delinquent Mortgage Loans, the aggregate Repurchase Price paid on account of such breach when added to the payments made by the Sponsor pursuant to Section 4.03 of the Sale and Servicing Agreement, shall not exceed the Additional Recourse Cap. Within five (5) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty made in Section 4.01(b), the Depositor shall be obligated to (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on the next succeeding Determination Date, at the Repurchase Price in the manner specified in this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.07 and this Section 4.02. Within five (5) days of the earlier of its discovery or its receipt of notice of any breach of the Portfolio Composition Criteria, the Depositor shall be obligated to (a) purchase Mortgage Loans on the next succeeding Determination Date, at the Repurchase Price in the manner specified in this Section 4.02, or (b) remove Mortgage Loans from the Trust Estate (in which case they shall become Deleted Mortgage Loans) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.07 and this Section 4.02, in each case such that the Mortgage Loans in the aggregate satisfy the Portfolio Composition Criteria; provided that to the extent that the breach arises solely from a breach of the Portfolio Composition Criteria related to Delinquent Mortgage Loans, the aggregate Repurchase Price paid on account of such breach when added to the payments made by the Sponsor pursuant to Section 4.03 of the Sale and Servicing Agreement, shall not exceed the Additional Recourse Cap. If the Originator and the Depositor fails to purchase or substitute for any Defective Mortgage Loans (whether pursuant to this Section 4.02 or under Section 2.07(b)), the Sponsor shall purchase such Mortgage Loans on the next Business Day. The Indenture Trustee Collateral Agent shall deliver give prompt written notice to the Rating Agencies Indenture Trustee, who shall deliver such notice to the Note Purchaser of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b2.07(b). (c) In the event that the related Originator and the Depositor shall fail to deliver, or cause to be delivered, to the Collateral Agent, on behalf of the Indenture Trustee, the Custodial Loan File with respect to any Wet-Ink Mortgage Loan, within five (5) Business Days following the related Transfer Date, such Originator or the Depositor shall purchase such Wet-Ink Mortgage Loan on the next succeeding Determination Date, at the Repurchase Price in the manner specified in this Section 4.02. If the Originator and the Depositor fails to purchase or substitute for any Wet-Ink Mortgage Loans (whether pursuant to this Section 4.02 or under Section 2.07(b)), the Sponsor shall purchase such Wet-Ink Mortgage Loans on the next Business Day. The Collateral Agent shall give prompt written notice to the Indenture Trustee, who shall deliver such notice to the Note Purchaser of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.07(b). (d) As to any Deleted Mortgage Loan for which the Depositor an Originator (or the Sponsor Depositor, as the case may be) substitutes a Qualified Substitute Mortgage Loan or Mortgage Loans, such Originator (or the Servicer shall cause Depositor, as the Depositor or Sponsor to effect such substitution case may be) may, by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit FG, executed by a Servicing Responsible Officer, and delivering to the documents described in Sections 2.05(a)(i)-(vi) Collateral Agent the related Custodial Loan File for such Qualified Substitute Mortgage Loan or Mortgage Loans. (de) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Mortgage Loans after the date of such substitution. Such amounts will be applied to pay down the Secured Note which relates to such Deleted Mortgage Loans. Monthly Payments due received with respect to Qualified Substitute Mortgage Loan or Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor related Originator (or the Depositor, as the case may be). The Trust will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the related Originator (or the Depositor, as the case may be) shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee Trustee, the Collateral Agent and the Note Purchaser that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Mortgage Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Mortgage Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Originators, the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to herein to, cure, purchase or substitute for a defective Defective Mortgage Loan, or to indemnify as described in Section 4.02(gsubsection (g) below, constitute the sole remedies of the Indenture Trustee Trustee, the Collateral Agent and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth Originators and the Depositor made in Section 4.01 of this Agreement4.01. (g) The Sponsor shall be obligated to Originators hereby indemnify the Depositor, the Indenture Trustee, the Issuing EntityDepositor, the Trust, the Owner Trustee Trustee, the Collateral Agent and the Noteholders for and their successors, assigns, agents and servants (collectively, the "Originator Indemnified Parties") from and against, any third party claims and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against any Originator Indemnified Party in any way relating to or arising out of (i) any breach of any representation, warranty or covenant of the Originator, the Servicer or their Affiliates, in any Basic Document, including, without limitation, the origination or prior servicing of the Mortgage Loans by reason of any acts, omissions, or alleged acts or omissions arising out of activities of the Originator, the Servicer or their Affiliates, and (ii) any untrue statement by the Originator, the Servicer or its Affiliates of any material fact or any such Person's failure to state a material fact necessary to make such statements not misleading with respect to any such Person's statements contained in any Basic Document, including, without limitation, any Officer's Certificate, statement, report or other document or information prepared by any such Person and furnished or to be furnished by it pursuant to or in connection with the transactions contemplated thereby and not corrected prior to completion of the relevant transaction, including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the Mortgage Loans or any such Person's business, operations or financial condition, including reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim. The Depositor hereby indemnifies the Indenture Trustee, the Trust, the Owner Trustee, the Collateral Agent and the Noteholders and their successors, assigns, agents and servants (collectively, the "Depositor Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against any Depositor Indemnified Party in any way relating to or arising out of a breach by the Sponsor Depositor of the representations or warranties regarding herein. If the Mortgage LoansOriginators or the Depositor fail to perform in their obligations to indemnify the related indemnified parties, then the Sponsor will do so. The indemnities contained herein shall survive the resignation or termination of the Indenture Trustee, Owner Trustee or the termination of this Agreement. (h) Each of the Originators shall be jointly and severally responsible for any repurchase, cure or substitution obligation of each Originator under this Agreement and the Indenture.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 3.1(b) shall survive the transfer of the Mortgage Loans by the Depositor Seller to the Issuing EntityPurchaser, the subsequent pledge thereof by the Issuing Entity Purchaser to the Indenture Trustee, for the benefit of the NoteholdersCertificateholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Upon discovery by the Depositor, the SponsorSeller, the Servicer, the Indenture Purchaser, the Depositor, the Trustee or a Noteholder Certificateholder of a breach of any of the representations and warranties in Section 4.01 3.1(b) which materially and adversely affects the value of any Mortgage Loan, or which materially and adversely affects the interests of the Noteholders Certificateholders in the related Mortgage Loan, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor Seller shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.023.2, or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.023.2. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)3.2. (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor Seller to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F[ ], executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi2.1(a)(i)-(vii) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate Fund and will be retained by the Sponsor Seller on the next succeeding Payment Distribution Date. For the Due Period in which the substitution occurs, distributions to Noteholders Certificateholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 3.2 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are Seller is required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, Certificate Account an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor Servicer or Sponsor Seller would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor Seller set forth in Sections 2.06 and 4.02 this Section 3.2 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) 3.2(g), constitute the sole remedies of the Indenture Trustee and the Noteholders Certificateholders respecting a breach of the representations and warranties of the Sponsor Seller set forth in Section 4.01 3.1(b) of this Agreement. (g) The Sponsor Seller shall be obligated to indemnify the DepositorPurchaser, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders Certificateholders for any third party claims arising out of a breach by the Sponsor Seller of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Purchase Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase Agreement that is made to the best of the Seller's knowledge, if it is discovered by the Servicer, the Back-up Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date 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 inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the Depositor, the SponsorSeller, the Servicer, the Indenture Back-up Servicer, any Subservicer, the Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Noteholders Certificate Insurer or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) Subject to the last paragraph of this Section 3.03, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor Purchase Agreement, the Servicer shall, and if or shall cause the Depositor fails to, then the Sponsor shall Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Distribution Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02), or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this Section. In addition, pursuant to the Purchase Agreement, the Seller and the related Originator shall be obligated to indemnify the Trustee, the Certificateholders and the Certificate Insurer for any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loans. Pursuant to the Purchase Agreement any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor Seller or Sponsor an Originator, as applicable, to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FH, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (dc) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Seller. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee Trustee, the Back-up Servicer and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or LoansLoan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations of the Depositor Seller and the Sponsor related Originator set forth in Sections 2.06 2.05 and 4.02 3.05 of the Purchase Agreement to, and the Servicer's obligation to cause the Seller and the Originator to, cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(gclause (a) above, constitute the sole remedies of the Indenture Trustee Trustee, the Certificate Insurer and the Noteholders Certificateholders respecting a breach of the representations and warranties of the Sponsor Seller set forth in Sections 3.01 and 3.02 of the Purchase Agreement. The Trustee shall give prompt written notice to the Certificate Insurer and the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.01 of this Agreement3.03 or Section 2.06(b). (ge) The Sponsor shall be obligated to indemnify Upon discovery by the DepositorServicer, the Indenture Back-up Servicer, the Trustee, the Issuing EntityCertificate Insurer or any Certificateholder that any Mortgage Loan does not constitute a Qualified Mortgage, the Owner party discovering such fact shall promptly (and in any event within 5 days of the discovery) give written notice thereof to the other parties. In connection therewith, pursuant to the Purchase Agreement, the Seller shall be required to repurchase or substitute a Qualified Substitute Mortgage Loan for the affected Mortgage Loan within 90 days of the earlier of such discovery by any of the foregoing parties, or the Trustee's or the Seller's receipt of notice, in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase Agreement. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the Noteholders same terms and conditions, as it would a Mortgage Loan repurchased for any third party claims arising out breach of a breach by representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Sponsor of representations or warranties regarding the Mortgage LoansPurchase Agreement.

Purchase and Substitution. (a) The Transferor and the Depositor hereby assign to the Trustee their right to enforce the representations and warranties of the Seller made with respect to the Mortgage Loans in the Purchase Agreement. It is understood and agreed that the representations and warranties set forth in Section 4.01 3.02 of the Purchase Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Certificateholders. Upon discovery by the DepositorSeller, the SponsorDepositor, the Servicer, the Indenture Custodian, the Certificate Administrator or the Trustee or a Noteholder of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders, or which materially and adversely affects the interests of the Noteholders Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's or Depositors' best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor Seller shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan by depositing in the Principal and Interest Account, on a Servicer Remittance the next succeeding Determination Date, an amount in the manner and at the price specified in Section 2.06(b) and this Section 4.022.05(b), or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in Loans, provided such substitution is effected not later than the manner specified in Section 2.06 date which is two years after the Startup Day, or at such later date if the Trustee and this Section 4.02the Certificate Administrator receive an Opinion of Counsel that such substitution would not constitute a Prohibited Transaction or cause the Trust Fund to fail to qualify as a REMIC at any time any Certificates are outstanding. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Seller shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Custodian, who shall deliver to the Trustee and the Certificate Administrator a certification, certification in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement shall survive the transfer purchase by the Depositor of the Mortgage Loans Loans, the subsequent transfer thereof by the Depositor to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the Unaffiliated Seller's Agreement. (b) Upon discovery by the DepositorUnaffiliated Seller, the SponsorDepositor, the Servicer, any Subservicer, the Indenture Trustee Trustee, the Note Insurer or a Noteholder of a breach of any of the representations and warranties in Section 4.01 Sections 3.01, 3.02 or 3.03 of the Unaffiliated Seller's Agreement which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Noteholders or the Note Insurer, or which materially and adversely affects the interests of the Note Insurer or the Noteholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Unaffiliated Seller's or the Originator's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor Servicer shall, and if or shall cause the Depositor fails Unaffiliated Seller or an Originator to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Payment Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 2.06(b) and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)4. (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Article III shall survive the transfer conveyance of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes Certificates to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Certificateholders. Upon discovery by the Depositor, the Sponsor, the Servicer, the Indenture Trustee Transferor, the Custodian, the Trustee, the Certificate Insurer, or a Noteholder any Certificateholder of (i) a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificate Insurer or the Certificateholders, or which materially and adversely affects the interests of the Noteholders Certificateholders or the Certificate Insurer in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Transferor's or the Servicer's best knowledge), or (ii) a breach of the representation and warranty in Section 3.4(eee), the party Person discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the othersothers or such Person. Within sixty (60) The Transferor or Life shall within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects. If, however, within 60 days after the earlier of the Transferor's or Life's discovery of such breach or the Transferor's or Life's receiving notice thereof such breach has not been remedied by either the Transferor or Life and, solely in the case of clause (bi) purchase above, such breach materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in, or the value of, the related Mortgage Loan (the "Defective Mortgage Loan"), the Transferor or Life shall on a Servicer Remittance Date, in or before the manner and at Determination Date next succeeding the price specified in Section 2.06(b) and this Section 4.02, or end of such 60-day period either (ci) remove such Defective Mortgage Loan from the Trust Estate Fund (in which case it shall become a "Deleted Mortgage Loan") and substitute one or more Qualified Substitute Mortgage Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.023.5 or (ii) purchase such Defective Mortgage Loan at a purchase price equal to the Purchase Price (as defined below) by depositing such Purchase Price in the Collection Account, provided, that, such substitution is effected not later than the date which is two (2) years after the Closing Date or at such later date, if the Trustee and the Certificate Insurer receive a Nondisqualification Opinion. In addition, pursuant to the Purchase Agreement, Life shall be obligated to indemnify the Trustee, the Trust, the Certificateholders and the Certificate Insurer for any claims or damages arising out of a breach by Life of representations or warranties regarding the Mortgage Loans. The Indenture Trustee Transferor or Life shall deliver prompt written notice provide the Servicer (if the certificate is to come from the Transferor), the Trustee, the Certificate Insurer and the Depositor with a certification of a Responsible Officer on the Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Mortgage Loan or substituting in lieu of such Defective Mortgage Loan a Qualified Substitute Mortgage Loan or Loans. With respect to the Rating Agencies purchase of any repurchase or substitution made a Defective Mortgage Loan pursuant to this Section 4.02 3.5, the "Purchase Price" shall be equal to the Principal Balance of such Defective Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest on the Principal Balance of such Defective Mortgage Loan up until such Determination Date computed at the applicable Mortgage Loan Interest Rate and (y) 30 days' interest thereon, computed at the Mortgage Loan Interest Rate plus the amount of any unreimbursed Periodic Advances and Servicing Advances and Nonrecoverable Advances made by the Servicer with respect to such Defective Mortgage Loan, which Purchase Price shall be deposited in the related Collection Account (after deducting therefrom any amounts received in respect of such repurchased Defective Mortgage Loan and being held in the related Collection Account for future distribution to the extent such amounts represent recoveries of principal not yet applied to reduce the related Principal Balance or interest (net of the Servicing Fee) for the period from and after the Due Date in the Due Period most recently ended prior to such Determination Date). Any substitution of Mortgage Loans pursuant to this Section 2.06(b). (c3.5(a) and Section 2.6(a) shall be accompanied by payment by the Transferor or Life of the Substitution Adjustment, if any, to be deposited in the related Collection Account. For purposes of calculating the Available Collection Amount for any Distribution Date, amounts paid by the Transferor or Life pursuant to this Section 3.5 in connection with the repurchase or substitution of any Defective Mortgage Loan that are on deposit in the Collection Account as of the Determination Date for such Distribution Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Certificate Account as part of the related Available Distribution Amount. As to any Deleted Mortgage Loan for which the Depositor Transferor or the Sponsor Life substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Transferor or Life shall cause the Depositor or Sponsor to effect such substitution by delivering (i) to the Indenture Trustee and the Certificate Insurer a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing OfficerResponsible Officer of the Transferor to the effect that (A) the Substitution Adjustment has been credited to the related Collection Account; (B) that no default by Life shall have occurred and be continuing; and (C) that all conditions precedent to such substitution have been satisfied and (ii) to the Trustee (or the Custodian on behalf of the Trustee, and as applicable) the documents described in Sections 2.05(a)(i)-(vi) constituting the Trustee's Mortgage Loan File for such Qualified Substitute Mortgage Loan or Loans. (db) The Servicer Life shall deposit in the related Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Transferor (or Life, if substituted by Life). The Trustee will be entitled to all payments received on the next succeeding Payment Date. For Deleted Loan on or before the Due Period in which date of substitution, and the substitution occursTransferor or Life, distributions to Noteholders will include as the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and case may be, shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer Transferor or Life shall give written notice to the Indenture Depositor, the Servicer, the Certificate Insurer and the Trustee that such substitution has taken place place, and the Servicer shall amend the Mortgage Loan Schedule to reflect (i) the removal of such Deleted Defective Mortgage Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Loan or Loans. The Transferor or Life shall promptly deliver to the Depositor, the Servicer and the Trustee, a copy of the amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” and Life and the Transferor shall be deemed to also refer to the REO Mortgage Loan. With have made with respect to any such Qualified Substitute Mortgage Loan that or Loans, as of the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu date of repurchasing such Mortgage Loansubstitution, the Servicer shall covenants, representations and warranties set forth in Section 3.4. On the date of such substitution, the Transferor or Life, as the case may be, will deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, related Collection Account an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fc) It is understood and agreed that that, except as otherwise provided in the Insurance Agreement or the Purchase Agreement, the obligations of the Depositor Transferor and the Sponsor Life set forth in Sections 2.06 and 4.02 this Section 3.5 to cure, purchase or substitute for a defective Defective Mortgage Loan, or to indemnify as described in Section 4.02(g) Loan constitute the sole remedies of the Indenture Trustee Depositor, the Trustee, the Certificate Insurer and the Noteholders Certificateholders hereunder respecting a breach of the representations and warranties of the Sponsor set forth contained in Section 4.01 of this Agreement3. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Exhibit E hereto shall survive the transfer conveyance of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit Trustee on behalf of the NoteholdersIssuer, and the delivery of the Notes Securities to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Securityholders. Upon discovery by the Depositor, the SponsorServicer, the ServicerLoan Originator, the Custodian, the Issuer, the Indenture Trustee or a Noteholder any Securityholder of a breach of any of such representations and warranties or the representations and warranties of the Loan Originator set forth in Section 4.01 3.02 which materially and adversely affects the value or enforceability of any Mortgage Loan, Loan or which materially and adversely affects the interests of the Noteholders Securityholders in any Loan (notwithstanding that such representation and warranty was made to the related Mortgage LoanLoan Originator's best knowledge) or which constitutes a breach of the representations and warranties set forth in Exhibit E, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) days The Loan Originator shall within five Business Days of the earlier of its the Loan Originator's discovery or its receipt of the Loan Originator's receiving notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase . If within five Business Days after the earlier of the Loan Originator's discovery of such Mortgage breach or the Loan on a Servicer Remittance Date, Originator's receiving notice thereof such breach has not been remedied by the Loan Originator and such breach materially and adversely affects the interests of the Securityholders in the manner and at related Loan (an "Unqualified Loan"), the price specified in Section 2.06(b) and this Section 4.02, or Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice 3.06 or (ii) purchase such Unqualified Loan at a purchase price equal to the Rating Agencies Repurchase Price with respect to such Unqualified Loan by depositing or causing to be deposited such Repurchase Price in the Collection Account. Any substitution of any repurchase or substitution made Loans pursuant to this Section 4.02 3.06(a) shall be accompanied by payment by the Loan Originator of the Substitution Adjustment, if any, (x) if no Overcollateralization Shortfall exists on the date of such substitution (after giving effect to such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i) or (y) otherwise to be deposited in the Collection Account pursuant to Section 2.06(b)5.01(b)(1) hereof. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Loan Originator substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Loan Originator shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee and the Noteholder Agent a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing OfficerResponsible Officer of the Loan Originator to the effect that the Substitution Adjustment, and if any, has been (x) if no Overcollateralization Shortfall exists on the date of such substitution (after giving effect to such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i), or (y) otherwise deposited in the Collection Account. As to any Deleted Loan for which the Loan Originator substitutes a Qualified Substitute Loan or Loans, the Loan Originator shall effect such substitution by delivering to the Custodian the documents described in Sections 2.05(a)(i)-(vi) constituting the Custodial Loan File for such Qualified Substitute Mortgage Loan or Loans. (d) . The Servicer shall deposit in the Collection Account all payments received in connection with such each Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Loan Originator. The Trust will be entitled to all payments received on the next succeeding Payment Date. For Deleted Loan on or before the Due Period in which date of substitution and the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and Originator shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer Loan Originator shall give written notice to the Issuer, the Servicer (if the Loan Originator is not then acting as such), the Indenture Trustee and the Noteholder Agent that such substitution has taken place and the Servicer shall amend the Mortgage Loan Schedule to reflect (i) the removal of such Deleted Mortgage Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Issuer, the Loan or LoansOriginator, the Indenture Trustee and the Noteholder Agent, a copy of the amended Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage , and the Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” Originator shall be deemed to also refer have made with respect to such Qualified Substitute Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Exhibit E hereto. On the date of such substitution, the Loan Originator will (x) if no Overcollateralization Shortfall exists as of the date of substitution (after giving effect to such substitution), remit to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is Noteholders as provided in Section 5.01(c)(4)(i) or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall (y) otherwise deposit into the Payment Collection Account, pursuant to Section 8.01 of the Indenture, in each case an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any. In addition, incurred in connection with on the liquidation date of such Mortgage substitution, the Servicer shall cause the Indenture Trustee to release the Deleted Loan within from the same time period in which Lien of the Servicer, Depositor or Sponsor would have otherwise been required Indenture and the Servicer will cause such Qualified Substitute Loan to repurchase such Mortgage Loanbe pledged to the Indenture Trustee under the Indenture as part of the Trust Estate. (fc) It is understood and agreed that With respect to all Unqualified Loans or other Loans repurchased by the obligations Loan Originator pursuant to this Agreement, upon the deposit of the Depositor Repurchase Price therefor into the Collection Account or the conveyance of one or more Qualified Substitute Loans and payment of any Substitution Adjustment, (i) the Sponsor set forth in Sections 2.06 and 4.02 Issuer shall assign to curethe Loan Originator, purchase without representation or substitute for a defective Mortgage Loanwarranty, or to indemnify as described in Section 4.02(g) constitute the sole remedies all of the Indenture Trustee Issuer's right, title and the Noteholders respecting a breach of the representations interest in and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.such

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Exhibit E hereto shall survive the transfer conveyance of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit Trustee on behalf of the NoteholdersIssuer, and the delivery of the Notes Securities to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Securityholders. Upon discovery by the Depositor, the SponsorServicer, the ServicerLoan Originator, the Custodian, the Issuer, the Indenture Trustee or a Noteholder any Securityholder of a breach of any of such representations and warranties or the representations and warranties of the Loan Originator set forth in Section 4.01 3.02 which materially and adversely affects the value or enforceability of any Mortgage Loan, Loan or which materially and adversely affects the interests of the Noteholders Securityholders in any Loan (notwithstanding that such representation and warranty was made to the related Mortgage LoanLoan Originator’s best knowledge) or which constitutes a breach of the representations and warranties set forth in Exhibit E, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) days The Loan Originator shall within five Business Days of the earlier of its the Loan Originator’s discovery or its receipt of the Loan Originator’s receiving notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase . If within five Business Days after the earlier of the Loan Originator’s discovery of such Mortgage breach or the Loan on a Servicer Remittance Date, Originator’s receiving notice thereof such breach has not been remedied by the Loan Originator and such breach materially and adversely affects the interests of the Securityholders in the manner and at related Loan (an “Unqualified Loan”), the price specified in Section 2.06(b) and this Section 4.02, or Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice 3.06 or (ii) purchase such Unqualified Loan at a purchase price equal to the Rating Agencies Repurchase Price with respect to such Unqualified Loan by depositing or causing to be deposited such Repurchase Price in the Collection Account. Any substitution of any repurchase or substitution made Loans pursuant to this Section 4.02 3.06(a) shall be accompanied by payment by the Loan Originator of the Substitution Adjustment, if any, (x) if no Overcollateralization Shortfall exists on the date of such substitution (after giving effect to such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i) or (y) otherwise to be deposited in the Collection Account pursuant to Section 2.06(b)5.01(b)(1) hereof. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Loan Originator substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Loan Originator shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee and the Noteholder Agent a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing OfficerResponsible Officer of the Loan Originator to the effect that the Substitution Adjustment, and if any, has been (x) if no Overcollateralization Shortfall exists on the date of such substitution (after giving effect to such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i), or (y) otherwise deposited in the Collection Account. As to any Deleted Loan for which the Loan Originator substitutes a Qualified Substitute Loan or Loans, the Loan Originator shall effect such substitution by delivering to the Custodian the documents described in Sections 2.05(a)(i)-(vi) constituting the Custodial Loan File for such Qualified Substitute Mortgage Loan or Loans. (d) . The Servicer shall deposit in the Collection Account all payments received in connection with such each Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Loan Originator. The Trust will be entitled to all payments received on the next succeeding Payment Date. For Deleted Loan on or before the Due Period in which date of substitution and the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and Originator shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer Loan Originator shall give written notice to the Issuer, the Servicer (if the Loan Originator is not then acting as such), the Indenture Trustee and the Noteholder Agent that such substitution has taken place and the Servicer shall amend the Mortgage Loan Schedule to reflect (i) the removal of such Deleted Mortgage Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Issuer, the Loan or LoansOriginator, the Indenture Trustee and the Noteholder Agent, a copy of the amended Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage , and the Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” Originator shall be deemed to also refer have made with respect to such Qualified Substitute Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Exhibit E hereto. On the date of such substitution, the Loan Originator will (x) if no Overcollateralization Shortfall exists as of the date of substitution (after giving effect to such substitution), remit to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is Noteholders as provided in Section 5.01(c)(4)(i) or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall (y) otherwise deposit into the Payment Collection Account, pursuant to Section 8.01 of the Indenture, in each case an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any. In addition, incurred in connection with on the liquidation date of such Mortgage substitution, the Servicer shall cause the Indenture Trustee to release the Deleted Loan within from the same time period in which lien of the Servicer, Depositor or Sponsor would have otherwise been required Indenture and the Servicer will cause such Qualified Substitute Loan to repurchase such Mortgage Loanbe pledged to the Indenture Trustee under the Indenture as part of the Trust Estate. (fc) With respect to all Unqualified Loans or other Loans repurchased by the Loan Originator pursuant to this Agreement, upon the deposit of the Repurchase Price therefor into the Collection Account or the conveyance of one or more Qualified Substitute Loans and payment of any Substitution Adjustment, (i) the Issuer shall assign to the Loan Originator, without representation or warranty, all of the Issuer’s right, title and interest in and to such Unqualified Loan, which right, title and interest were conveyed to the Issuer pursuant to Section 2.01 hereof and (ii) the Indenture Trustee shall assign to the Loan Originator, without recourse, representation or warranty, all the Indenture Trustee’s right, title and interest in and to such Unqualified Loans or Loans, which right, title and interest were conveyed to the Indenture Trustee pursuant to Section 2.01 hereof and the Indenture. The Issuer and the Indenture Trustee shall, at the expense of the Loan Originator, take any actions as shall be reasonably requested by the Loan Originator to effect the repurchase of any such Loans and to have the Custodian return the Custodial Loan File of the Deleted Loan to the Servicer. (d) It is understood and agreed that the obligations of the Depositor and the Sponsor Loan Originator set forth in Sections 2.06 and 4.02 this Section 3.06 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) an Unqualified Loan constitute the sole remedies hereunder of the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Noteholders Securityholders respecting a breach of the representations and warranties contained in Sections 3.02 hereof and in Exhibit E hereto. Any cause of action against the Sponsor set forth Loan Originator relating to or arising out of a defect in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated a Custodial Loan File or against the Loan Originator relating to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims or arising out of a breach of any representations and warranties made in Sections 3.02 hereof and in Exhibit E hereto shall accrue as to any Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Loan Originator or notice thereof by the Sponsor Loan Originator to the Indenture Trustee, (ii) failure by the Loan Originator to cure such defect or breach or purchase or substitute such Loan as specified above, and (iii) demand upon the Loan Originator, as applicable, by the Issuer or the Majority Noteholders for all amounts payable in respect of representations such Loan. (e) Neither the Issuer nor the Indenture Trustee shall have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or warranties regarding substitution of any Loan pursuant to this Section or the Mortgage Loanseligibility of any Loan for purposes of this Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement shall survive the transfer purchase by the Depositor of the Mortgage Loans Loans, the subsequent transfer thereof by the Depositor to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the Unaffiliated Seller's Agreement. (b) Upon discovery . Pursuant to the Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Unaffiliated Seller's Agreement that is made to the best of the Unaffiliated Seller's knowledge, the Unaffiliated Seller shall be deemed to have knowledge of all facts and circumstances in existence as of such date and, if it is discovered by the DepositorServicer, any Subservicer, the SponsorIndenture Trustee, the ServicerNote Insurer or any Noteholder that the substance of such representation and warranty was inaccurate as of the Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Trust, the Indenture Trustee or the Note Insurer with respect thereto, then notwithstanding the Unaffiliated Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a Noteholder breach of the applicable representation or warranty. Upon discovery by the Unaffiliated Seller, the Servicer, any Subservicer, the Indenture Trustee or the Note Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Trust, the Indenture Trustee, the Noteholders or the Note Insurer, or which materially and adversely affects the interests of the Trust, the Indenture Trustee, the Note Insurer or the Noteholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Unaffiliated Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days Business Days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor Unaffiliated Seller's Agreement, the Servicer shall, and if or shall cause the Depositor fails to, then the Sponsor shall Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Date, in by depositing an amount equal to the manner and at Loan Repurchase Price into the price specified in Section 2.06(b) and this Section 4.02Collection Account, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and accordance with this Section 4.02. The ; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Indenture Trustee shall deliver prompt written notice and the Note Insurer receive an Opinion of Counsel to the Rating Agencies of any repurchase or substitution made effect set forth below in this Section. In addition, pursuant to this Section 4.02 the Unaffiliated Seller's Agreement, the Unaffiliated Seller and the related Originator shall be obligated to indemnify the Indenture Trustee, the Noteholders and the Note Insurer for any third party claims arising out of a breach by the Unaffiliated Seller of representations or Section 2.06(b)warranties regarding the Mortgage Loans. Pursuant to the Unaffiliated Seller's Agreement any such substitution shall be accompanied by payment by the Unaffiliated Seller of the Substitution Adjustment, if any, to be deposited in the Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Unaffiliated Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor Unaffiliated Seller or Sponsor an Originator, as applicable, to effect such substitution by delivering to the Collateral Agent on behalf of the Indenture Trustee a certification, certification in the form attached hereto as Exhibit F, executed by a Servicing OfficerOfficer and shall cause the Unaffiliated Seller or an Originator, and as applicable, to deliver the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or LoansLoans to the Collateral Agent on behalf of the Indenture Trustee. (dc) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to a Qualified Substitute Mortgage Loan or Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Unaffiliated Seller. The Trust will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Unaffiliated Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (ed) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “"Mortgage Loan” " shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are Servicer, Originator or Unaffiliated Seller is required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer Servicer, Originator or Unaffiliated Seller shall deposit into the Payment Distribution Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor Originator or Sponsor Unaffiliated Seller would have otherwise been required to repurchase such Mortgage Loan. (fe) It is understood and agreed that the obligations of the Depositor Unaffiliated Seller and the Sponsor related Originator set forth in Sections 2.06 and 4.02 3.05 of the Unaffiliated Seller's Agreement to and the Servicer's obligation to cause the Unaffiliated Seller and the Originator to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(gclause (a) above, constitute the sole remedies of the Indenture Trustee Trustee, the Note Insurer and the Noteholders respecting a breach of the representations and warranties of the Sponsor Unaffiliated Seller and the Originators set forth in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement. The Indenture Trustee shall give prompt written notice to the Note Insurer and the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.01 of this Agreement3.03 or Section 2.06(b). (gf) The Sponsor shall be obligated to indemnify Upon discovery by the DepositorServicer, the Indenture Trustee, the Issuing EntityNote Insurer or any Noteholder that any Mortgage Loan does not constitute a qualified Mortgage Loan, the Owner party discovering such fact shall promptly (and in any event within five (5) Business Days of the discovery) give written notice thereof to the other parties. In connection therewith, pursuant to the Unaffiliated Seller's Agreement, the Unaffiliated Seller shall be required to repurchase or substitute a Qualified Substitute Mortgage Loan for the affected Mortgage Loan within sixty (60) days of the earlier of such discovery by any of the foregoing parties, or the Indenture Trustee's or the Unaffiliated Seller's receipt of notice, in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Unaffiliated Seller's Agreement. The Indenture Trustee shall reconvey to the Unaffiliated Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the Noteholders same terms and conditions, as it would a Mortgage Loan repurchased for any third party claims arising out breach of a breach by representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Sponsor of representations or warranties regarding the Mortgage LoansUnaffiliated Seller's Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Exhibit E hereto shall survive the transfer conveyance of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit Trustee on behalf of the NoteholdersIssuer, and the delivery of the Notes Securities to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Securityholders. Upon discovery by the Depositor, the SponsorServicer, the ServicerLoan Originator, the Custodian, the Issuer, the Indenture Trustee or a Noteholder any Securityholder of a breach of any of such representations and warranties or the representations and warranties of the Loan Originator set forth in Section 4.01 3.02 which materially and adversely affects the value or enforceability of any Mortgage Loan, Loan or which materially and adversely affects the interests of the Noteholders Securityholders in any Loan (notwithstanding that such representation and warranty was made to the related Mortgage LoanLoan Originator’s best knowledge) or which constitutes a breach of the representations and warranties set forth in Exhibit E, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) days The Loan Originator shall within 5 Business Days of the earlier of its the Loan Originator’s discovery or its receipt of the Loan Originator’s receiving notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase . If within 5 Business Days after the earlier of the Loan Originator’s discovery of such Mortgage breach or the Loan on a Servicer Remittance Date, Originator’s receiving notice thereof such breach has not been remedied by the Loan Originator and such breach materially and adversely affects the interests of the Securityholders in the manner and at related Loan (an “Unqualified Loan”), the price specified in Section 2.06(b) and this Section 4.02, or Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice 3.06 or (ii) purchase such Unqualified Loan at a purchase price equal to the Rating Agencies Repurchase Price with respect to such Unqualified Loan by depositing or causing to be deposited such Repurchase Price in the Collection Account. Any substitution of any repurchase or substitution made Loans pursuant to this Section 4.02 3.06(a) shall be accompanied by payment by the Loan Originator of the Substitution Adjustment, if any, (x) if no Overcollateralization Shortfall exists on the date of such substitution (after giving effect to such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i) or (y) otherwise to be deposited in the Collection Account pursuant to Section 2.06(b)5.01(b)(l) hereof. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Loan Originator substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Loan Originator shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee and Initial Noteholder a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing OfficerResponsible Officer of the Loan Originator to the effect that the Substitution Adjustment, and if any, has been (x) if no Overcollateralization Shortfall exists on the date of such substitution (after giving effect to such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i), or (y) otherwise deposited in the Collection Account. As to any Deleted Loan for which the Loan Originator substitutes a Qualified Substitute Loan or Loans, the Loan Originator shall effect such substitution by delivering to the Custodian the documents described in Sections 2.05(a)(i)-(vi) constituting the Custodial Loan File for such Qualified Substitute Mortgage Loan or Loans. (d) . The Servicer shall deposit in the Collection Account all payments received in connection with such each Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Loan Originator. The Trust will be entitled to all payments received on the next succeeding Payment Date. For Deleted Loan on or before the Due Period in which date of substitution and the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and Originator shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer Loan Originator shall give written notice to the Issuer, the Servicer (if the Loan Originator is not then acting as such), the Indenture Trustee and Initial Noteholder that such substitution has taken place and the Servicer shall amend the Mortgage Loan Schedule to reflect (i) the removal of such Deleted Mortgage Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Issuer, the Loan or LoansOriginator, the Indenture Trustee and Initial Noteholder, a copy of the amended Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage , and the Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” Originator shall be deemed to also refer have made with respect to such Qualified Substitute Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Exhibit E hereto. On the date of such substitution, the Loan Originator will (x) if no Overcollateralization Shortfall exists as of the date of substitution (after giving effect to such substitution), remit to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is Noteholders as provided in Section 5.01(c)(4)(i) or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall (y) otherwise deposit into the Payment Collection Account, pursuant to Section 8.01 of the Indenture, in each case an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any. In addition, incurred in connection with on the liquidation date of such Mortgage substitution, the Servicer shall cause the Indenture Trustee to release the Deleted Loan within from the same time period in which lien of the Servicer, Depositor or Sponsor would have otherwise been required Indenture and the Servicer will cause such Qualified Substitute Loan to repurchase such Mortgage Loanbe pledged to the Indenture Trustee under the Indenture as part of the Trust Estate. (fc) With respect to all Unqualified Loans or other Loans repurchased by the Loan Originator pursuant to this Agreement, upon the deposit of the Repurchase Price therefor into the Collection Account or the conveyance of one or more Qualified Substitute Loans and payment of any Substitution Adjustment, (i) the Issuer shall assign to the Loan Originator, without representation or warranty, all of the Issuer’s right, title and interest in and to such Unqualified Loan, which right, title and interest were conveyed to the Issuer pursuant to Section 2.01 hereof and (ii) the Indenture Trustee shall assign to the Loan Originator, without recourse, representation or warranty, all the Indenture Trustee’s right, title and interest in and to such Unqualified Loans or Loans, which right, title and interest were conveyed to the Indenture Trustee pursuant to Section 2.01 hereof and the Indenture. The Issuer and the Indenture Trustee shall, at the expense of the Loan Originator, take any actions as shall be reasonably requested by the Loan Originator to effect the repurchase of any such Loans and to have the Custodian return the Custodial Loan File of the deleted Loan to the Servicer. (d) It is understood and agreed that the obligations of the Depositor and the Sponsor Loan Originator set forth in Sections 2.06 and 4.02 this Section 3.06 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) Unqualified Loan constitute the sole remedies hereunder of the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the Noteholders Securityholders respecting a breach of the representations and warranties contained in Sections 3.02 hereof and in Exhibit E hereto. Any cause of action against the Sponsor set forth Loan Originator relating to or arising out of a defect in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated a Custodial Loan File or against the Loan Originator relating to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims or arising out of a breach of any representations and warranties made in Sections 3.02 hereof and in Exhibit E hereto shall accrue as to any Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Loan Originator or notice thereof by the Sponsor Loan Originator to the Indenture Trustee, (ii) failure by the Loan Originator to cure such defect or breach or purchase or substitute such Loan as specified above, and (iii) demand upon the Loan Originator, as applicable, by the Issuer or the Majority Noteholders for all amounts payable in respect of representations such Loan. (e) Neither the Issuer nor the Indenture Trustee shall have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or warranties regarding substitution of any Loan pursuant to this Section or the Mortgage Loanseligibility of any Loan for purposes of this Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01 and 3.02 shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Certificateholders. Upon discovery by the Depositor, the SponsorRepresentative, the Servicer, any Subservicer, any Custodian, the Indenture Trustee, the Co- Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties (or, in the case of any Subsequent Mortgage Loan, any additional representation or warranty set forth in Section 4.01 2.01(d) of the Insurance Agreement) which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders, or which materially and adversely affects the interests of the Noteholders Certificate Insurer, or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Representative's or Originators' best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor Representative shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan by depositing in the applicable Principal and Interest Account, on a Servicer Remittance the next succeeding Determination Date, an amount in the manner and at the price specified in Section 2.06(b) and this Section 4.022.05(b), or (c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in Loans, provided such substitution is effected not later than the manner specified in Section 2.06 date which is two years after the Startup Day or at such later date, if the Trustee and this Section 4.02the Certificate Insurer receive an Opinion of Counsel that such substitution would not constitute a Prohibited Transaction or cause the Trust Fund to fail to qualify as a REMIC at any time any Certificates are outstanding. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee (or, with respect to the Pool III Mortgage Loans, the Co-Trustee) a certification, certification in the form attached hereto as Exhibit FJ, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi) constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 3.03 shall survive the transfer conveyance of the Mortgage Home Loans by from the Seller to the Depositor and from the Depositor to the Issuing EntityIssuer, the subsequent pledge thereof by Grant of the Issuing Entity Home Loans to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes Securities to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Securityholders. Upon discovery by the Depositor, the SponsorSeller, the Servicer, the Custodian, the Issuer, the Indenture Trustee or a Noteholder any Securityholder of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loanthe Home Loans or the interest of the Securityholders, or which materially and adversely affects the interests of the Noteholders Securityholders in the related Mortgage LoanHome Loan in the case of a representation and warranty relating to a particular Home Loan (notwithstanding that such representation and warranty may have been made to the Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) The Seller shall within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, or of its discovery or its receipt of notice of a material defect in a document contained in an Home Loan File as referred to in the Depositor shalllast sentence of Section 2.06(b), and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects. If, (b) purchase however, within 60 days after the Seller's discovery of or receipt of notice of such Mortgage Loan on a Servicer Remittance Datebreach or defective document, as applicable, such breach or defective document, as applicable, has not been remedied by the Seller and such breach or defective document, as applicable, materially and adversely affects the interests of the Securityholders generally or in the manner and at related Home Loan (the price specified in Section 2.06(b) and this Section 4.02"Defective Home Loan"), the Seller shall on or before the Determination Date next succeeding the end of such 60 day period either (ci) remove such Mortgage Defective Home Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Home Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.023.05 or (ii) purchase such Defective Home Loan at a purchase price equal to the Purchase Price (as defined below) by depositing such Purchase Price in the Collection Account. In the event the Seller is notified that any Mortgaged Property was, as of the Closing Date, not free of damage or not in good repair, regardless of the Seller's knowledge, the Seller shall substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above. The Seller shall provide the Servicer, the Indenture Trustee shall deliver prompt written notice and the Issuer with a certification of a Responsible Officer on the Determination Date next succeeding the end of such 60 day period indicating whether the Seller is purchasing the Defective Home Loan or substituting in lieu of such Defective Home Loan a Qualified Substitute Home Loan. With respect to the Rating Agencies purchase of a Defective Home Loan pursuant to this Section, the "Purchase Price" shall be equal to the Principal Balance of such Defective Home Loan as of the date of purchase, plus all accrued and unpaid interest on such Defective Home Loan to but not including the Due Date in the Due Period in which such repurchase occurs computed at the applicable Home Loan Interest Rate, plus the amount of any repurchase unreimbursed Servicing Advances, including any Nonrecoverable Servicing Advances, made by the Servicer with respect to such Defective Home Loan, which Purchase Price shall be deposited in the Collection Account (after deducting therefrom any amounts received in respect of such repurchased Defective Home Loan and being held in the Collection Account for future payment to the extent such amounts represent recoveries of principal not yet applied to reduce the related Principal Balance or interest (net of the Servicing Fee) for the period from and after the Due Date in the Due Period most recently ended prior to such Determination Date). Any substitution made of Home Loans pursuant to this Section 4.02 3.05(a) shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Account. For purposes of calculating the Available Collection Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.05 in connection with the repurchase or substitution of any Defective Home Loan that are on deposit in the Collection Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the Note Payment Account to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 2.06(b5.01(c). (c) . As to any Deleted Mortgage Home Loan for which the Depositor or the Sponsor Seller substitutes a Qualified Substitute Mortgage Home Loan or Loans, the Servicer Seller shall cause the Depositor or Sponsor to effect such substitution by delivering (i) to the Indenture Trustee Issuer a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing OfficerResponsible Officer of the Seller to the effect that the Substitution Adjustment has been credited to the Collection Account, and (ii) to the Custodian, the documents described in Sections 2.05(a)(i)-(vi) constituting the Home Loan File for such Qualified Substitute Mortgage Home Loan or Loans. (db) The Trust shall have the option, exercisable in its sole discretion at any time, to deposit monies into the Collection Account pursuant to Section 5.01(b)(i) and release from the lien of the Indenture any Home Loan that is delinquent or is in foreclosure or default; provided that any repurchase pursuant to this paragraph is conducted in the same manner as the repurchase by the Seller of a Defective Home Loan pursuant to Section 3.05(a). (c) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Home Loan or Loans on or after the date beginning of the Due Period in which such substitutionsubstitution occurs. Monthly Payments due All payments received with respect to Qualified Substitute Mortgage Home Loans in on or before the beginning of the Due Period in which the such substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Seller. The Issuer will be entitled to all payments received on the next succeeding Payment Date. For Deleted Home Loan on or before the beginning of the Due Period in which the such substitution occurs, distributions to Noteholders will include and the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Home Loan. The Servicer Seller shall give written notice to the Issuer, the Servicer and the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loansplace. Upon such substitution, such Qualified Substitute Mortgage Home Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” and the Seller shall be deemed to also refer to the REO Mortgage Loan. With have made with respect to any Mortgage such Qualified Substitute Home Loan that or Loans, as of the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu date of repurchasing such Mortgage Loansubstitution, the Servicer shall covenants, representations and warranties set forth in Section 3.03. On the date of such substitution, the Seller will deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, Collection Account an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any. In addition, incurred in connection with on the liquidation date of such Mortgage substitution, (i) the Issuer shall cause such Qualified Substitute Home Loan within to be pledged to the same time period in which Indenture Trustee under the ServicerIndenture as part of the Trust Estate and (ii) the Indenture Trustee shall (A) release the applicable Deleted Home Loan from the lien of the Indenture, Depositor (B) cause the Custodian to release to the Seller the Home Loan File for such Deleted Home Loan and (C) execute, without recourse, representation or Sponsor would have otherwise been required warranty, and deliver such instruments of transfer and release presented to repurchase it by the Servicer as shall be necessary to transfer such Mortgage LoanDeleted Home Loan to the Seller and to evidence such release. (fd) It is understood and agreed that the obligations of the Depositor and the Sponsor Seller set forth in Sections 2.06 and 4.02 this Section 3.05 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) Defective Home Loan constitute the sole remedies of the Depositor, the Issuer, the Indenture Trustee and the Noteholders Securityholders hereunder respecting a breach of the representations and warranties contained in Section 3.03. Any cause of action against the Seller relating to or arising out of a material defect in a document contained in an Home Loan File as contemplated by Section 2.06(b) or arising out of a breach of any representations and warranties made in Section 3.03 shall accrue as to any Home Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Seller, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Defective Home Loan as specified above, and (iii) demand upon the Seller by the Issuer, Indenture Trustee or a majority of the Sponsor Holders of the Outstanding Amount of Securities for all amounts payable in respect of such Home Loan. (e) The Issuer shall not have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Home Loan pursuant to this Section 4.01 or the eligibility of any Home Loan for purposes of this Agreement. (gf) The Sponsor shall be obligated In connection with a repurchase of or substitution for a Home Loan pursuant to indemnify the Depositorthis Section 3.05, the Indenture TrusteeSeller shall amend the Home Loan Schedule to reflect (i) the removal of the applicable Deleted Home Loan from the terms of this Agreement and (ii) if applicable, the Issuing Entitysubstitution of the applicable Qualified Substitute Home Loan. The Seller shall promptly deliver to the Issuer, the Owner Trustee Servicer and the Noteholders for any third party claims arising out Indenture Trustee a copy of a breach by the Sponsor of representations or warranties regarding the Mortgage LoansHome Loan Schedule as so amended.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.1 and 3.2 of the Purchase and Sale Agreement shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes Certificates to the NoteholdersCertificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.1 or 3.2 of the Purchase and Sale Agreement that is made to the best of the Seller's knowledge, if it is discovered by the Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date 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 inaccuracy at the time the representation or warranty was made, such inaccuracy shall continue in full force and effect, notwithstanding any restrictive be deemed a breach of the applicable representation or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) warranty. Upon discovery by the Depositor, the SponsorSeller, the Servicer, any Subservicer, the Indenture Trustee or a Noteholder the Certificate Insurer of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any the Mortgage LoanLoans or the interest of the Certificateholders, or which materially and adversely affects the interests of the Noteholders Certificate Insurer or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) Subject to the last paragraph of this Section 3.3, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Depositor shallPurchase and Sale Agreement, and if the Depositor fails to, then the Sponsor Seller shall be required to (ai) promptly cure such breach in all material respects, (bii) purchase such Mortgage Loan on a the next succeeding Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b2.4(b) and this Section 4.02(in which case the Mortgage Loan shall become a Deleted Mortgage Loan), or (ciii) remove such Mortgage Loan from the Trust Estate Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Date or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect that such substitution will not constitute a prohibited transaction for the purposes of the REMIC provisions of the Code or cause the 1997-1 REMIC to fail to qualify as a REMIC at any time any Certificates are outstanding. Pursuant to the Purchase and Sale Agreement, any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to the Servicer to be deposited in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b)Collection Account. (cb) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Seller shall cause be required pursuant to the Depositor or Sponsor Purchase and Sale Agreement to effect such substitution by delivering to the Indenture Trustee a certification, certification in the form attached hereto as Exhibit FH, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi2.3(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (dc) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Seller. The Trust Fund will own all payments received on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period on or before the date of substitution, and the Seller shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or LoansLoan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) It is understood and agreed that the obligations of the Depositor and the Sponsor Seller set forth in Sections 2.06 2.5 and 4.02 3.4 of the Purchase and Sale Agreement to cure, purchase purchase, substitute or substitute otherwise pay amounts to the Trust or the Certificate Insurer for a defective Mortgage Loan, or to indemnify Loan as described provided in Section 4.02(g) such Sections 2.5 and 3.4 constitute the sole remedies of the Indenture Trustee Trustee, the Certificate Insurer and the Noteholders respecting Certificateholders with respect to a breach of the representations and warranties of the Sponsor Seller set forth in Sections 3.1 and 3.2 of the Purchase and Sale Agreement. The Trustee shall give prompt written notice to the Certificate Insurer, Xxxxx'x and S&P of any repurchase or substitution made pursuant to this Section 4.01 of this Agreement3.3 or Section 2.4(b) hereof. (ge) The Sponsor shall be obligated to indemnify Upon discovery by the DepositorServicer, the Indenture Trustee, the Issuing EntityCertificate Insurer or any Certificateholder that any Mortgage Loan does not constitute a Qualified Mortgage, the Owner Person discovering such fact shall promptly (and in any event within 5 days of the discovery) give written notice thereof to the others of such Persons. In connection therewith, pursuant to the Purchase and Sale Agreement, the Seller shall be required to repurchase or substitute a Qualified Substitute Mortgage Loan for the affected Mortgage Loan within 60 days of the earlier of such discovery by any of the foregoing parties, or the Trustee's or the Seller's receipt of notice, in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Section 3.1 or 3.2 of the Purchase and Sale Agreement. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the Noteholders same terms and conditions, as it would a Mortgage Loan repurchased for any third party claims arising out breach of a breach by representation or warranty contained in Section 3.1 or 3.2 of the Sponsor of representations or warranties regarding the Mortgage LoansPurchase and Sale Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01 and 3.02 shall survive the transfer delivery of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Transferees. Upon discovery by the DepositorTrustee, the SponsorRepresentative, any Transferee, the Servicer, any Subservicer, the Indenture Trustee Certificate Insurer or a Noteholder the Custodian of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage LoanLoans or the interest of the Transferees, or which materially and adversely affects the interests of the Noteholders Transferees in the related case of a representation and warranty relating to a particular Mortgage LoanLoan (notwithstanding that such representation and warranty was made to the Representative's or the Transferors' best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor Representative shall (a) promptly cure cure, or cause the applicable Transferor to cure, such breach in all material respects, or (b) purchase purchase, or cause the applicable Transferor to purchase, such Mortgage Loan by remitting to the Servicer for deposit in the Principal and Interest Account, on the next succeeding Determination Date relating to a Payment Date, in the manner and at the price specified in Section 2.05(b), or by substituting, or causing the applicable Transferor to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment by the Representative or applicable Transferor of the Substitution Adjustment. In addition, the Servicer Remittance shall notify the Transferors and the Transferees upon any Mortgage Loan becoming an Unpaid Mortgage Loan. Upon such Mortgage Loan becoming an Unpaid Mortgage Loan, the Servicer shall purchase, or cause the applicable Transferor to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02), or (c) remove such Mortgage Loan from by causing the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Transferor to substitute, one or more Qualified Substitute Mortgage Loans Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment of the Substitution Adjustment, if any, to be deposited in the manner specified in Section 2.06 Principal and this Section 4.02Interest Account. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor or the Sponsor a Transferor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Representative shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee applicable Transferee a certification, certification in the form attached hereto to the Pooling and Servicing Agreement as Exhibit F, executed by a Servicing Officer, and delivering to the applicable Transferee the documents described in Sections 2.05(a)(i)-(vi) constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 shall survive the transfer of the Mortgage Loans by the Depositor Seller to the Issuing EntityTrust, the subsequent pledge thereof by the Issuing Entity Trust to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Upon discovery by the DepositorSeller, the Sponsor, the Master Servicer, the Indenture Trustee or a Noteholder of a breach of any of the representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loan, or which materially and adversely affects the interests of the Noteholders in the related Mortgage Loan, the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give written notice thereof to the others. Within sixty (60) days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor Seller shall, and if the Depositor Seller fails to, then the Sponsor shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at the price specified in Section 2.06(b) and this Section 4.02, or (c) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice to the Rating Agencies of any repurchase or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) As to any Deleted Mortgage Loan for which the Depositor Seller or the Sponsor substitutes a Qualified Substitute Mortgage Loan or Loans, the Master Servicer shall cause the Depositor Seller or Sponsor to effect such substitution by delivering to the Indenture Trustee a certification, in the form attached hereto as Exhibit F, executed by a Servicing Officer, and the documents described in Sections 2.05(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans. (d) The Master Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall give written notice to the Backup Servicer, the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor Seller and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Master Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Master Servicer, Depositor Seller or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor Seller and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the DepositorSeller, the Indenture Trustee, the Issuing EntityTrust, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 3.04, shall survive the transfer conveyance of the Mortgage Home Loans by to ------------ the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, Trust and the delivery of the Notes Certificates to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Certificateholders. Upon discovery by the Depositor, the Sponsor, the Servicer, the Indenture Transferor, the Custodian, the Trustee or a Noteholder any Certificateholder of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loanthe Home Loans or the interest of the Certificateholders, or which materially and adversely affects the interests of the Noteholders Certificateholders in the related Mortgage LoanHome Loan in the case of a representation and warranty relating to a particular Home Loan (notwithstanding that such representation and warranty was made to the Transferor's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) The Transferor shall within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects. Except with respect to a breach of the representations made by the Transferor pursuant to Section 3.04(af) and ---------------- 3.04(ag), (b) purchase if within 60 days after the earlier of the Transferor's discovery -------- of such Mortgage Loan on a Servicer Remittance Date, breach or the Transferor's receiving notice thereof such breach has not been remedied by the Transferor and such breach materially and adversely affects the interests of the Certificateholders or in the manner and at related Home Loan (the price specified in Section 2.06(b) and this Section 4.02"Defective Home Loan"), the Transferor shall on or before the ------------------- Determination Date next succeeding the end of such 60-day period either (ci) remove such Mortgage Defective Home Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Home Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.023.06 or (ii) purchase such Defective Home Loan at a purchase price ------------ equal to the Purchase Price (as defined below) by depositing such Purchase Price in the Collection Account. The Indenture Transferor shall provide the Servicer and the Trustee shall deliver prompt written notice with a certification of a Responsible Officer on the Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in lieu of such Defective Home Loan a Qualified Substitute Home Loan. With respect to the Rating Agencies purchase of a Defective Home Loan pursuant to this Section, the "Purchase Price" shall be equal to the Principal Balance of such -------------- Defective Home Loan as of the date of purchase, plus all accrued and unpaid interest on such Defective Home Loan to but not including the Due Date in the Due Period most recently ended prior to such Determination Date computed at the applicable Home Loan Interest Rate, plus the amount of any repurchase unreimbursed Servicing Advances made by the Servicer with respect to such Defective Home Loan, which Purchase Price shall be deposited in the Collection Account (after deducting therefrom any amounts received in respect of such repurchased Defective Home Loan and being held in the Collection Account for future distribution to the extent such amounts represent recoveries of principal not yet applied to reduce the related Principal Balance or interest (net of the Servicing Fee) for the period from and after the Due Date in the Due Period most recently ended prior to such Determination Date). Any substitution made of Home Loans pursuant to this Section 4.02 3.06(a) shall --------------- be accompanied by payment by the Transferor of the Substitution Adjustment, if any, to be deposited in the Collection Account. For purposes of calculating the Available Collection Amount for any Distribution Date, amounts paid by the Transferor pursuant to this Section 3.06 in connection ------------ with the repurchase or substitution of any Defective Home Loan that are on deposit in the Collection Account as of the Determination Date for such Distribution Date shall be deemed to have been paid during the related Due Period and shall be transferred to the Certificate Distribution Account as part of the Available Collection Amount to be retained therein or transferred to the Certificate Distribution Account, if applicable, pursuant to Section 2.06(b------- 5.01(c). ------- The Trustee on behalf of the Certificateholders agrees that if an FHA Loan is a Defective Home Loan because a document is not included in the Servicer's Home Loan File as of the 60th day after the discovery or receipt of notice thereof, such defect shall be deemed to be cured if the Trustee shall have received during the sixty-day period after such date a written statement addressed to it from the Director of HUD Title I Insurance Division that such document would not be required in connection with a claim for FHA Insurance with respect to such FHA Loan. It is understood and agreed that the obligation of the Transferor to repurchase or substitute any such Home Loan pursuant to this Section 3.06 shall constitute the sole remedy against ------------ it with respect to such breach of the foregoing representations or warranties or the existence of the foregoing conditions. For purposes of calculating 60 days with respect to a Defective Loan that is an FHA Loan because a document is not included in the Servicer's Home Loan File, any day on which the FHA is officially closed for reasons other than as specified in the definition of Business Day shall not be counted in making such calculation. With respect to representations and warranties made by the Transferor pursuant to Section 3.04 that are made to the Transferor's best knowledge, ------------ if it is discovered by any of the Depositor, the Transferor 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 Loan, notwithstanding the Transferor's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty. With respect to a breach of the representations made by the Transferor pursuant to Section 3.04(af) and 3.04(ag), if the FHA has not assigned a case ---------------- -------- number under the Contract of Insurance to an FHA Loan to indicate that such FHA Loan is eligible for Title I Insurance coverage under the Contract of Insurance on or before the 120th day after the Closing Date, the Transferor shall be obligated, on the last day of the Due Period next succeeding such 120th day, to repurchase such FHA Loan. If the FHA Reserve Amount with respect to an FHA Loan has not been transferred to the FHA Insurance Coverage Reserve Account on or before the 150th day after the Closing Date, the Transferor shall be obligated, on the last day of the Due Period next succeeding such 150th day, to repurchase such FHA Loan. The Claims Administrator shall give notice in writing to each of the Depositor, the Transferor and the Trustee of (i) any FHA Loan with respect to which there has not been assigned a case number under the Contract of Insurance on or before the 120th day after the Closing Date and (ii) any FHA Loan that has not been transferred to the FHA Insurance Coverage Reserve Account on or before the 150th day after the Closing Date. For purposes of calculating either 120 or 150 days from the Closing Date in this Section ------- 3.06(a), any day on which the FHA is officially closed for reasons other than ------- such day being a Saturday, Sunday or a day on which banking institutions in Washington, D.C. are authorized or obligated by law, executive order or governmental decree to be closed, shall not be counted in making such calculation. (cb) As to any Deleted Mortgage Home Loan for which the Depositor or the Sponsor Transferor substitutes a Qualified Substitute Mortgage Home Loan or Loans, the Servicer Transferor shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee (i) a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing Officer, Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and (ii) the documents described in Sections 2.05(a)(i)-(vi) constituting the Trustee's Home Loan File for such Qualified Substitute Mortgage Home Loan or Loans. (d) . The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Home Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Home Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Transferor. The Trust will be entitled to all payments received on the next succeeding Payment Date. For Deleted Home Loan on or before the Due Period in which date of substitution, and the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and Transferor shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Home Loan. The Servicer Transferor shall give written notice to the Indenture Servicer (if the Transferor is not then acting as such) and the Trustee that such substitution has taken place and the Servicer shall amend the Mortgage Home Loan Schedule to reflect (i) the removal of such Deleted Mortgage Home Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Home Loan. The Transferor shall promptly deliver to the Servicer (if the Transferor is not then acting as such) and the Trustee, a copy of the amended Home Loan or LoansSchedule. Upon such substitution, such Qualified Substitute Mortgage Home Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” and the Transferor shall be deemed to also refer to the REO Mortgage Loan. With have made with respect to any Mortgage such Qualified Substitute Home Loan that or Loans, as of the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu date of repurchasing such Mortgage Loansubstitution, the Servicer shall covenants, representations and warranties set forth in Section 3.04. On the date of such substitution, the ------------ Transferor will deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, Collection Account an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any. In addition, incurred in connection with on the liquidation date of such Mortgage substitution, the Servicer shall cause the Trustee to release the Deleted Home Loan within from the same time period in which lien of the Servicer, Depositor or Sponsor would have otherwise been required Trust and the Servicer will cause such Qualified Substitute Home Loan to repurchase such Mortgage Loanbe assigned to the Trust as part of the Trust Estate. (fc) With respect to all Defective Home Loans or other Home Loans repurchased by the Transferor pursuant to this Agreement, upon the deposit of the Purchase Price therefor to the Collection Account, the Trustee shall assign to the Transferor, without recourse, representation or warranty, all the Trustee's right, title and interest in and to such Defective Home Loans or Home Loans, which right, title and interest were conveyed to the Trustee pursuant to Section 2.01, including, without limitation, the rights to any ------------ FHA Insurance reserves attributable to such Home Loans. The Trustee shall take any actions as shall be reasonably requested by the Transferor to effect the repurchase of any such Home Loans. (d) It is understood and agreed that the obligations of the Depositor and the Sponsor Transferor set forth in Sections 2.06 and 4.02 this Section 3.06 to cure, purchase or substitute for a defective Mortgage Loan, or ------------ Defective Home Loan (and to indemnify the Trust for certain losses as described herein in Section 4.02(gconnection with a Defective Home Loan) constitute the sole remedies of the Indenture Depositor, the Trustee and the Noteholders Certificateholders hereunder respecting a breach of the representations and warranties contained in Section 3.04. Any cause of action against the Sponsor Transferor relating to or ------------ arising out of a defect in a Trustee's Home Loan File as contemplated by Section 2.06 or against the Transferor relating to or arising out of a breach ------------ of any representations and warranties made in Section 3.04 shall accrue as ------------ to any Home Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Transferor or notice thereof by the Transferor to the Trustee, (ii) failure by the Transferor to cure such defect or breach or purchase or substitute such Home Loan as specified above, and (iii) demand upon the Transferor, as applicable, by the Majority Certificateholders for all amounts payable in respect of such Home Loan. (e) The Trustee shall not have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Home Loan pursuant to this Section 4.01 or the eligibility of any Home Loan for purposes of this Agreement. (gf) The Sponsor shall be obligated In connection with any Loan for which the Transferor elects to indemnify the Depositorsubstitute a Qualified Substitute Home Loan, the Indenture TrusteeTransferor shall deliver to the Trustee an Opinion of Counsel to the effect that such actions will not cause (x) any federal tax to be imposed on the Trust, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the start-up day" under Section 860G(d)(1) of the Code or (y) any portion of the Trust to fail to qualify as a REMIC at any time that any Certificate is outstanding. In the event that such opinion indicates that such substitution will result in the imposition of a prohibited transaction tax, give rise to net taxable income or be deemed a contribution to the REMIC after the "start-up day", the Issuing Entity, the Owner Trustee and the Noteholders Transferor shall not be permitted to substitute for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.such Home Loan but shall repurchase such Home Loan in accordance with this Section 3.06. ------------

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 Sections 3.01 and 3.02 shall survive the transfer of the Mortgage Loans by the Depositor to the Issuing Entity, the subsequent pledge thereof by the Issuing Entity to the Indenture Trustee, for the benefit of the Noteholders, and the delivery of the Notes to the Noteholders, Noteholders and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) Certificates to the Certificateholders. Upon discovery by the Depositor, the SponsorRepresentative, the Servicer, any Subservicer, the Indenture Custodian, the Trustee, the Custodian or upon a Responsible Officer of the Owner Trustee or a Noteholder obtaining actual knowledge of a breach of any of the such representations and warranties in Section 4.01 which materially and adversely affects the value of any Mortgage Loanthe Loans or the interest of the Noteholders and the Certificateholders, or which materially and adversely affects the interests of the Noteholders Noteholders, or the Certificateholders in the related Mortgage LoanLoan in the case of a representation and warranty relating to a particular Loan (notwithstanding that such representation and warranty was made to the Representative's or Originators' best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Depositor shall, and if the Depositor fails to, then the Sponsor Representative shall (a) promptly cure such breach in all material respects, (b) purchase such Mortgage Loan by depositing in the Principal and Interest Account, on a Servicer Remittance the next succeeding Determination Date, an amount in the manner and at the price specified in Section 2.06(b) and this Section 4.022.05(b), or (c) remove such Mortgage Loan from the Trust Estate Account Property (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans Loans, provided such substitution is effected not later than the date which is two years after the Closing Date or at such later date, if the Trustee and the Owner Trustee receive an Opinion of Counsel that such substitution would not result in the manner specified in Section 2.06 and this Section 4.02. The Indenture Trustee shall deliver prompt written notice a material adverse tax event to the Rating Agencies of any repurchase Noteholders or substitution made pursuant to this Section 4.02 or Section 2.06(b). (c) the Certificateholders. As to any Deleted Mortgage Loan for which the Depositor or the Sponsor Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee (or, with respect to the Home Improvement Loans, the Custodian) a certification, certification in the form attached hereto as Exhibit FG-1 or Exhibit G-2, as applicable, executed by a Servicing Officer, Officer and the documents described in Sections 2.05(a)(i)-(vi) constituting the Trustee's Loan File for such Qualified Substitute Mortgage Loan or Loans. (d) The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in or before the Due Period in which the substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor on the next succeeding Payment Date. For the Due Period in which the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Sponsor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” shall be deemed to also refer to the REO Mortgage Loan. With respect to any Mortgage Loan that the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu of repurchasing such Mortgage Loan, the Servicer shall deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, an amount equal to the amount of the Liquidated Loan Loss, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (f) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 to cure, purchase or substitute for a defective Mortgage Loan, or to indemnify as described in Section 4.02(g) constitute the sole remedies of the Indenture Trustee and the Noteholders respecting a breach of the representations and warranties of the Sponsor set forth in Section 4.01 of this Agreement. (g) The Sponsor shall be obligated to indemnify the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Section 4.01 3.02 and Section 3.04 hereof shall survive the transfer conveyance of the Mortgage Home Loans by from the Transferor to the Depositor and from the Depositor to the Issuing EntityGrantor Trustee, the subsequent conveyance of the Grantor Trust Certificate to the Issuer, the pledge thereof by of the Issuing Entity Grantor Trust Certificate to the Indenture Trustee, for the benefit of the Noteholders, Trustee and the delivery of the Notes to the Noteholders, and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement. (b) . Upon discovery by the Depositor, the Sponsor, the Servicer, the Transferor, the Custodian, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee or a Noteholder any Securityholder of a breach of any of such representations and warranties or the representations and warranties set forth in Section 4.01 3.02 and Section 3.04 which materially and adversely affects the value of any Mortgage Loan, the Home Loans or which materially and adversely affects the interests of the Noteholders Grantor Trustee, the Owner Trustee or the Indenture Trustee in the related Mortgage LoanHome Loan (notwithstanding that such representation and warranty was made to the Transferor's best knowledge), the party discovering such breach or failure shall promptly (and in any event within five (5) days of the discovery) give prompt written notice thereof to the others. Within sixty (60) The Transferor shall within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, including any breach of the Depositor shallrepresentation set forth in Section 3.04(ap) hereof as a result of an aggregate of Home Loans which would not otherwise cause a breach of any other representation or warranty, and if the Depositor fails to, then the Sponsor shall (a) promptly cure such breach in all material respects. If within 60 days after the earlier of the Transferor's discovery of such breach or the Transferor's receiving notice thereof such breach has not been remedied by the Transferor and such breach materially and adversely affects the interests of the Grantor Trustee, (b) purchase such Mortgage Loan on a Servicer Remittance Date, in the manner and at Owner Trustee or the price specified in Section 2.06(b) and this Section 4.02Indenture Trustee in, or the value of, the related Home Loan (cthe "Defective Home Loan"), the Transferor shall on or before the Determination Date next succeeding the end of such 60-day period either (i) remove such Mortgage Defective Home Loan from the Grantor Trust Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Home Loans in the manner specified and subject to the conditions set forth in Section 2.06 and this Section 4.023.05 or (ii) purchase such Defective Home Loan at a purchase price equal to the Purchase Price by depositing such Purchase Price in the Collection Account. The Transferor shall provide the Servicer, the Indenture Trustee, the Grantor Trustee shall deliver prompt written notice to and the Rating Agencies Owner Trustee with a certification of any repurchase a Responsible Officer on the Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in lieu of such Defective Home Loan a Qualified Substitute Home Loan. Any substitution made of Home Loans pursuant to this Section 4.02 3.05(a) shall be accompanied by payment by the Transferor of the Substitution Adjustment, if any, to be deposited in the Collection Account. For purposes of calculating the Available Collection Amount for any Payment Date, amounts paid by the Transferor pursuant to this Section 3.05 in connection with the repurchase or substitution of any Defective Home Loan that are on deposit in the Collection Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the Note Payment Account as part of the Available Collection Amount to be retained therein or transferred to the Certificate Distribution Account, if applicable, pursuant to Section 2.06(b5.01(c) hereof. In addition to such cure, repurchase or substitution obligation, the Transferor shall indemnify the Issuer, the Depositor, the Indenture Trustee, the Grantor Trustee, the Owner Trustee and the Securityholders against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Transferor of any of it representations and warranties contained in Section 3.02 and Section 3.04 hereof. (b) In addition to the preceding repurchase obligations, each of the Transferor and Servicer shall have the option, exercisable in its sole discretion at any time, (i) to repurchase from the Grantor Trustee any Defaulted Home Loan or (ii) substitute one or more Qualified Substitute Home Loans for any Defaulted Home Loan (in which case such Defaulted Home Loan shall become a Deleted Home Loan); provided, however, that any such repurchase or substitution of a Defaulted Home Loan pursuant to this Subsection shall be conducted in the same manner as the repurchase or substitution of a Defective Home Loan pursuant to this Section 3.05. (c) As to any Deleted Mortgage Home Loan for which the Depositor or the Sponsor Transferor substitutes a Qualified Substitute Mortgage Home Loan or Loans, the Servicer Transferor shall cause the Depositor or Sponsor to effect such substitution by delivering to the Indenture Trustee and the Grantor Trustee (i) a certification, in the form attached hereto as Exhibit F, certification executed by a Servicing Officer, Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and (ii) the documents described in Sections 2.05(a)(i)-(vi) constituting the Grantor Trustee's Home Loan File for such Qualified Substitute Mortgage Home Loan or Loans. (d) . The Servicer shall deposit in the Collection Account all payments received in connection with such Qualified Substitute Mortgage Home Loan or Loans after the date of such substitution. Monthly Payments due received with respect to Qualified Substitute Mortgage Home Loans in on or before the Due Period in which the date of substitution occurs shall not be part of the Trust Estate and will be retained by the Sponsor Transferor. The Grantor Trustee will be entitled to all payments received on the next succeeding Payment Date. For Deleted Home Loan on or before the Due Period in which date of substitution and the substitution occurs, distributions to Noteholders will include the Monthly Payment due on any Deleted Mortgage Loan for such Due Period and Transferor shall thereafter the Sponsor shall be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Home Loan. The Servicer Transferor shall give written notice to the Issuer, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee, the Grantor Trustee and Owner Trustee that such substitution has taken place and the Servicer shall amend the Mortgage Home Loan Schedule to reflect (i) the removal of such Deleted Mortgage Home Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Home Loan. The Transferor shall promptly deliver to the Grantor Trustee, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and Owner Trustee, a copy of the amended Home Loan or LoansSchedule. Upon such substitution, such Qualified Substitute Mortgage Home Loan or Loans shall be subject to the terms of this Agreement in all respects. (e) With respect to any Mortgage Loan that has been converted to an REO Mortgage Loan, all references in this Section 4.02 or Section 2.06 to “Mortgage Loan” and the Transferor shall be deemed to also refer to the REO Mortgage Loan. With have made with respect to any Mortgage such Qualified Substitute Home Loan that or Loans, as of the Depositor and Sponsor are required to repurchase that is or becomes a Liquidated Mortgage Loan, in lieu date of repurchasing such Mortgage Loansubstitution, the Servicer shall covenants, representations and warranties set forth in Section 3.02 and Section 3.04 hereof. On the date of such substitution, the Transferor will deposit into the Payment Account, pursuant to Section 8.01 of the Indenture, Collection Account an amount equal to the amount of the Liquidated Loan Lossrelated Substitution Adjustment, if any, incurred in connection with the liquidation of such Mortgage Loan within the same time period in which the Servicer, Depositor or Sponsor would have otherwise been required to repurchase such Mortgage Loan. (fd) With respect to all Defective Home Loans or other Home Loans repurchased by the Transferor pursuant to this Agreement, upon the deposit of the Purchase Price therefor into the Collection Account, the Grantor Trustee shall assign to the Transferor, without recourse, representation or warranty, all the Grantor Trustee's right, title and interest in and to such Defective Home Loans or Home Loans, which right, title and interest were conveyed to the Grantor Trustee pursuant to the Grantor Trust Agreement. The Grantor Trustee shall take any actions as shall be reasonably requested by the Transferor to effect the repurchase of any such Home Loans. (e) It is understood and agreed that the obligations of the Depositor and the Sponsor set forth in Sections 2.06 and 4.02 Transferor to cure, purchase cure or to repurchase or substitute for a defective Mortgage any such Home Loan, or and to indemnify as described in for any breach of any representation or warranty with respect thereto, pursuant to this Section 4.02(g) 3.05 shall constitute the sole remedies against it with respect to such breach of the foregoing representations or warranties or the existence of the foregoing conditions. With respect to representations and warranties made by the Transferor pursuant to Section 3.02 and Section 3.04 hereof that are made to the Transferor's best knowledge, if it is discovered by any of the Depositor, the Transferor, the Indenture Trustee, the Grantor Trustee or the Owner Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the Noteholders respecting value of the related Home Loan, notwithstanding the Transferor's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty. Any cause of action against the Transferor relating to or arising out of a defect in a Grantor Trustee's Home Loan File as contemplated by Section 2.06 of the Grantor Trust Agreement or against the Transferor relating to or arising out of a breach of any representations and warranties made in Section 3.02 and Section 3.04 hereof shall accrue as to any Home Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Sponsor Transferor or notice thereof by the Transferor to the Indenture Trustee, (ii) failure by the Transferor to cure such defect or breach or purchase or substitute such Home Loan as specified above, and (iii) demand upon the Transferor, as applicable, by the Grantor Trustee or the Grantor Trust Holder for all amounts payable in respect of such Home Loan. (f) Neither the Grantor Trustee, the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Home Loan pursuant to this Section 4.01 or the eligibility of any Home Loan for purposes of this Agreement. (g) The Sponsor In connection with a repurchase or substitution of any Home Loan pursuant to this Section 3.05, the Servicer shall be obligated amend the Home Loan Schedule to indemnify reflect (i) the Depositorremoval of the applicable Deleted Home Loan from the terms of this Agreement, and (ii) if applicable, the substitution of the applicable Qualified Substitute Home Loan. In connection with its monthly reporting here under, the Servicer shall deliver a copy of the amended Home Loan Schedule to the Grantor Trustee, the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders for any third party claims arising out of a breach by the Sponsor of representations or warranties regarding the Mortgage LoansTransferor.