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 Sections 3.01, 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 of the Purchase Unaffiliated Seller's Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase 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, the Certificate Insurer 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 LoanLoan 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Unaffiliated Seller, the Servicer, the Back-up Servicer, any Subservicer, Subservicer or the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Trustee or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Trustee or the Certificateholders in the related Mortgage Loan 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 shall promptly (and in any event within five (5) Business Days of the discovery) give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 60 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 Purchase Unaffiliated Seller's Agreement, the Servicer shall, or shall cause the Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution 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)Collection Account, or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, 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 receives an Opinion of Counsel Counsel, by and at the cost of the Servicer, to the effect set forth below in this Section. In addition, pursuant to the Purchase Unaffiliated Seller's Agreement, the Unaffiliated Seller and the related Originator shall be obligated to indemnify the Trustee, Trustee and 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 Purchase 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.01 and 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 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Master Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. 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 Purchase Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Master Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.04(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 of the Purchase Unaffiliated Seller's Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase 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 LoanLoan 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Unaffiliated Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Trustee, the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall promptly (and in any event within five (5) Business Days of the discovery) give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 60 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 Purchase Unaffiliated Seller's Agreement, the Servicer shall, or shall cause the Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution 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)Collection Account, or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 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 Purchase 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, any Custodian, the Trustee, the Co- Trustee or, in the case of any Pool I or Pool IV Mortgage Loan, the Certificate Insurer of a breach of any of such representations and warranties (or, in the case of any Subsequent Mortgage Loan, any additional representation or warranty set forth in Section 2.01(d) of the Insurance Agreement) which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Insurer, in the case of any Pool I or Pool IV Mortgage Loan, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the applicable Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, 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 Trustee, and, in the case of any Pool I or Pool IV Mortgage Loan, the 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. As to any Deleted Mortgage Loan for which the Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the effect set forth below in this Section. In additionTrustee (or, pursuant with respect to the Purchase AgreementPool III Mortgage Loans, the Seller Co-Trustee) a certification in the form attached hereto as Exhibit J, executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Mortgage File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Mortgage Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 Securityholders 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 be deemed a breach of the applicable representation or warrantycontinuing as long as any Security is outstanding. Upon discovery by the Depositor, the Master Servicer, the Seller, the Servicer, any SubservicerOwner Trustee, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating made pursuant to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledgeSection 3.03(b), the party discovering such breach shall give prompt written notice to the others. Subject In the event of a determination in Section 2.06(c) or a breach of a representation and warranty made pursuant to Section 3.03(b) that materially and adversely affects the last paragraph of this Section 3.03, within 60 days value of the earlier Home Loans or the interest of its the Securityholders, or which materially and adversely affects the interests of the Securityholders in the related Home 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), and a failure within sixty Business Days of 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or extent permitted by subsection (b) purchase below) the affected Home Loan. It is understood and agreed that the obligation of Mego to repurchase or substitute any such Mortgage Home Loan on pursuant to this Section shall constitute the next succeeding Servicer Distribution Date, in sole remedy against it with respect to such breach of the manner foregoing representations or warranties or the existence of the foregoing conditions. With respect to representations and at the price specified in warranties made by Mego pursuant to Section 2.06(b), or (c3.03(b) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later datethat are made to Mego's best knowledge, if it is discovered by any of 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 AgreementDepositor, the Seller and Master Servicer, the related Originator shall be obligated to indemnify Seller, Mego, the Indenture Trustee, the Certificateholders Owner Trustee, or any Securityholder that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the Certificate Insurer for any third party claims arising out value of the related Home Loan, notwithstanding Mego's lack of knowledge, such inaccuracy shall be deemed a breach by of the Seller of representations or warranties regarding the Mortgage Loansapplicable representation and warranty. Pursuant If Mego is required to the Purchase Agreement repurchase any Home Loan on a Monthly Cut-Off Date that is not a Business Day, such substitution repurchase shall be accompanied by payment by made on the Seller of the Substitution Adjustment, if any, last Business Day preceding such Monthly Cut-Off Date. Any Home Loan required to be deposited in the Collection Accountpurchased or repurchased pursuant to this Section 3.05(a) is referred to as a "Defective Home Loan".

Purchase and Substitution. (a) (i) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Section 3.04 hereto shall survive the conveyance of the Purchase Agreement shall survive Eligible Loans to the Indenture Trustee on behalf of the Issuer or the Depositor, as applicable, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Collateral Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer 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 3.02 or 3.04 which materially and adversely affects the value or enforceability of the Mortgage Loans any Eligible Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders, in the related Mortgage any Eligible Loan 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 any party discovering such breach shall give prompt written notice to the others. Subject to ; provided, however, that for purposes of the last paragraph of repurchase and substitution provisions contained in this Section 3.033.05, 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. The Loan Originator shall within 60 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 90 days after the earlier of the Loan Originator’s discovery of such breach or (b) purchase the Loan Originator’s receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Eligible Loan (an “Unqualified Loan”), the 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 Fund Collateral (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this Section. In addition, pursuant Section 3.05 (except to the Purchase Agreement, extent that no Borrowing Base Deficiency occurs following 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 removal of such Unqualified Loan) or (ii) purchase such Unqualified Loan at a breach by the Seller of representations or warranties regarding the Mortgage Loans. Pursuant purchase price equal to the Purchase Agreement any Repurchase Price with respect to such substitution shall be accompanied Unqualified Loan by payment by the Seller of the Substitution Adjustment, if any, 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 Collateral and shall not be required to pay a Repurchase Price or substitute a Qualified Substitute Loan therefor.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 of the Purchase Unaffiliated Seller's Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase 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, 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 LoanLoan 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Unaffiliated Seller, the Servicer, the Back-up Servicer, any Subservicer, the Trustee Certificate Insurer or the Certificate Insurer Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Trustee, the Certificate Insurer or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall promptly (and in any event within five (5) Business Days of the discovery) give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 60 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 Purchase Unaffiliated Seller's Agreement, the Servicer shall, or shall cause the Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution 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)Collection Account, or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, 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 Counsel, by and at the cost of the Servicer, to the effect set forth below in this Sectionthat such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the code or (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. In addition, pursuant to the Purchase Unaffiliated Seller's Agreement, the Unaffiliated Seller and the related Originator shall be obligated to indemnify the Trustee, the Certificateholders Certificate Insurer and the Certificate Insurer 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 Purchase 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Section 3.04 hereof shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Notes to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyNoteholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties or the representations and warranties set forth in Section 3.02 which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to including any breach of the Purchase Agreementrepresentation 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, the Servicer shall, or shall cause the Seller or an Originator to (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 Securityholders or in the related Home Loan (the "Defective Home Loan"), the Transferor shall on or (b) purchase such Mortgage Loan on before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60-day period either (ci) remove such Mortgage Defective Home Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 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, 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 and the Certificate Insurer receive an Opinion Issuer with a certification of Counsel to a Responsible Officer on the effect set forth below Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in this Sectionlieu of such Defective Home Loan a Qualified Substitute Home Loan. In addition, Any substitution of Home Loans 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 this Section 3.05(a) shall be accompanied by payment by the Seller 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 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 of the Purchase and Sale Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 3.1 or 3.03 3.2 of the Purchase and Sale Agreement that is made to the best of the SellerTransferor's knowledge, if it is discovered by the Master Servicer, any Subservicer, the Trustee[, [the Certificate Insurer 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 SellerTransferor's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerTransferor, the Master Servicer, any Subservicer, the Trustee [or the Certificate Insurer Insurer] of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the [Certificate Insurer or the the] Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.033.3, 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 Purchase and Sale Agreement, the Servicer shall, or Transferor shall cause the Seller or an Originator be required to (a1) promptly cure such breach in all material respects, or (b2) purchase such Mortgage Loan on the next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b2.4(c) (in which case the Mortgage Loan shall become a Deleted Mortgage Loan), or (c3) remove such Mortgage Loan from the Trust Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day Date or at such later date, if the Trustee [and the Certificate Insurer Insurer] receive an Opinion of Counsel to the effect set forth below in this Section. In addition, pursuant 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 the Purchase Agreement, the Seller and the related Originator shall be obligated fail to indemnify the Trustee, the Certificateholders and the Certificate Insurer for qualify as a REMIC at any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loanstime any Certificates are outstanding. Pursuant to the Purchase Agreement and Sale Agreement, any such substitution shall be accompanied by payment by the Seller Transferor of the Substitution Adjustment, if any, to the Master Servicer to be deposited in the Collection Certificate Account.

Purchase and Substitution. (a) It is understood and ------------------------- agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.03 and 3.03 3.04 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate InsurerSecurityholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was may have been made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant or of its discovery or its receipt of notice of a material defect in a document contained in an Indenture Trustee's Home Loan File as referred to in the Purchase Agreementlast sentence of Section 2.06(b), the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects. If, however, within 60 days after the Seller's discovery of or receipt of notice of such a breach or defective document, as applicable, such breach or defective document, as applicable, has not been remedied by the Transferor and such breach or defective document, as applicable, materially and adversely affects the interests of the Securityholders generally or in the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Seller shall cause the Transferor on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60 day period either (ci) to remove such Mortgage Defective Home Loan from the Trust Fund Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 or (ii) to 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 or the Transferor is notified that any Mortgaged Property was, thatas of the Closing Date, not free of damage or not in good repair, regardless of the Transferor's knowledge, the Seller shall cause the Transferor to (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such substitution Mortgaged Property such that such Mortgaged Property is effected not later than free of damage and in good repair. The Transferor shall provide the date which is two years after Servicer, the Startup Day or at such later date, if the Indenture Trustee and the Certificate Insurer receive an Opinion Issuer with a certification of Counsel 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 effect set forth below in 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 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 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). In addition, Any substitution of Home Loans 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 this Section 3.05(a) shall be accompanied by payment by the Seller 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 to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 5.01(c). As to any Home Loan for which the Transferor substitutes a Qualified Substitute Home Loan or Loans, the Transferor shall effect such substitution by delivering (i) to the Issuer a certification executed by a Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account, and (ii) to the Custodian on behalf of the Indenture Trustee, the documents constituting the Indenture Trustee's Loan File for such Qualified Substitute Home Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 of the Purchase Unaffiliated Seller's Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase 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 LoanLoan 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Unaffiliated Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Trustee, the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall promptly (and in any event within five (5) Business Days of the discovery) give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 60 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 Purchase Unaffiliated Seller's Agreement, the Servicer shall, or shall cause the Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer 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)Collection Account, or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 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 Purchase 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 of the Purchase Unaffiliated Seller's Agreement shall survive the purchase by the Depositor of the Mortgage Loans, the subsequent transfer thereof by the Depositor to the Trust, the subsequent pledge thereof by the Trust to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, and the delivery of the Certificates Notes to the CertificateholdersNoteholders, 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. Pursuant to the Purchase Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase 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 Indenture Trustee, the Certificate Note Insurer or any Certificateholder 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 LoanLoan 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 breach of the applicable representation or warranty. Upon discovery by the Unaffiliated Seller, the Servicer, any Subservicer, the Indenture Trustee or the Certificate Note Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Trust, the Indenture Trustee, the Noteholders or the Certificate Note Insurer, or which materially and adversely affects the interests of the Certificate Trust, the Indenture Trustee, the Note Insurer or the Certificateholders Noteholders in the related Mortgage Loan 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 shall promptly (and in any event within five (5) Business Days of the discovery) give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 60 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 Purchase Unaffiliated Seller's Agreement, the Servicer shall, or shall cause the Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution 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)Collection Account, or (c) remove such Mortgage Loan from the Trust Fund Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage LoansLoans in accordance with this Section 4.02; 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 and the Certificate Note Insurer receive an Opinion of Counsel to the effect set forth below in this Section. In addition, pursuant to the Purchase Unaffiliated Seller's Agreement, the Unaffiliated Seller and the related Originator shall be obligated to indemnify the Indenture Trustee, the Certificateholders Noteholders and the Certificate Note 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 Purchase 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 above with respect to the related Sub-Pool shall survive the transfer and 3.03 assignment of the Purchase Agreement shall survive Mortgage Loans to the Trustee and delivery of the Certificates to the Certificateholders. Pursuant to Upon discovery by the Purchase AgreementDepositor, 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 Custodian, 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerDepositor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Depositor shall either (a) 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (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 the next succeeding Servicer Distribution DateLoan, in the manner and at the price specified in Section 2.06(b), 2.05(b) above or (c2) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, 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 receive an Opinion of Counsel that such substitution would not constitute a prohibited transaction under the REMIC Provisions or cause the Trust Fund REMIC to the effect set forth below in this Sectionfail to qualify as a REMIC at any time any Certificates are outstanding. 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 Any such substitution shall be accompanied by payment by the Seller Depositor of the Substitution Adjustment, if any, to be deposited in the Collection related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Remittance Date, amounts paid by the Depositor pursuant to this Section 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 5.04(i) on the Determination Date for such Remittance Date. As to any Deleted Mortgage Loan for which the Depositor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the Trustee a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in the 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 received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Depositor. The Trust Fund will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Depositor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the 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 Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Depositor shall be deemed to 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 Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Depositor set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 constitute the sole remedies of the Trustee, the Certificate Insurer and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Depositor relating to 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 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 such Mortgage Loan.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Exhibit E hereto shall survive the conveyance of the Purchase Agreement shall survive Loans to the Indenture Trustee on behalf of the Issuer, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer 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 3.02 which materially and adversely affects the value or enforceability of the Mortgage Loans any Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage any Loan (notwithstanding that such representation and warranty was made to the SellerLoan Originator's best knowledge)) or which constitutes a breach of the representations and warranties set forth in Exhibit E, the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Loan Originator shall within 60 days 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within five Business Days after the earlier of the Loan Originator's discovery of such breach or (b) purchase the Loan Originator's receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Loan (an "Unqualified Loan"), or the Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.06 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. In addition, Any substitution of Loans 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 this Section 3.06(a) shall be accompanied by payment by the Seller 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 AccountAccount pursuant to Section 5.01(b)(1) hereof.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 Securityholders 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 be deemed a breach of the applicable representation or warrantycontinuing as long as any Security is outstanding. Upon discovery by the Depositor, the Master Servicer, the Seller, the Servicer, any SubservicerCustodian, the Trustee Issuer, the Indenture Trustee, the Securities Insurer or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders Securityholders or the Certificate Securities Insurer, or which materially and adversely affects the interests of the Certificate Insurer Securityholders or the Certificateholders Securities Insurer in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject Except with respect to the last paragraph of this Section 3.03, within 60 days a breach of the earlier representations made by Mego pursuant to Section 3.03(b)(xxxii) and (xxxiii), in the event of its a determination in Section 2.06(c) or a breach of a representation and warranty made pursuant to Section 3.03(b) that materially and adversely affects the interests of the Securityholders or the Security Insurer in the Home Loan with respect to which such representation is made or in the Home Loans and a failure within sixty Business Days of 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or extent permitted by subsection (b) purchase such Mortgage below) the affected Home Loan. The Securities Insurer and the Indenture Trustee on behalf of the Securityholders agree that if an FHA Loan on the next succeeding Servicer Distribution Date, is a Defective Home Loan because a document is not included in the manner and at Servicer's Home Loan File as of the price specified 60th Business Day after the discovery or receipt of notice thereof, such defect shall be deemed to 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 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. Except as set forth in Section 2.06(b), or (c) remove such Mortgage Loan from 5 of the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 Indemnification Agreement, it is understood and agreed that the Seller and the related Originator shall be obligated obligation of Mego 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 repurchase or warranties regarding the Mortgage Loans. Pursuant to the Purchase Agreement substitute any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Account.Home

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 Securityholders 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 be deemed a breach of the applicable representation or warrantycontinuing as long as any Security is outstanding. Upon discovery by the Depositor, the Master Servicer, the Seller, the Servicer, any SubservicerCustodian, the Trustee Issuer, the Indenture Trustee, the Securities Insurer or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders Securityholders or the Certificate Securities Insurer, or which materially and adversely affects the interests of the Certificate Insurer Securityholders or the Certificateholders Securities Insurer in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject Except with respect to the last paragraph of this Section 3.03, within 60 days a breach of the earlier representations made by Mego pursuant to Section 3.03(b)(xxxii) and (xxxiii), in the event of its a determination in Section 2.06(c) or a breach of a representation and warranty made pursuant to Section 3.03(b) that materially and adversely affects the interests of the Securityholders or the Security Insurer in the Home Loan with respect to which such representation is made or in the Home Loans and a failure within sixty Business Days of 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or extent permitted by subsection (b) purchase 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 Defective Home Loan because a document is not included in the Servicer's Home Loan File as of the 60th Business Day after the discovery or receipt of notice thereof, such Mortgage defect shall be deemed to 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 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. Except as set forth in Section 5 of the Indemnification Agreement, it is understood and agreed that the obligation of Mego to repurchase or substitute any such Home Loan pursuant to this Section 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 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 Servicer Distribution 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 manner and at Master Servicer, the price specified in Section 2.06(b)Securities Insurer, or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedDepositor, 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 Mego 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 Indenture Trustee, the Certificateholders 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 the Certificate Insurer for (ii) any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loans. Pursuant FHA Loan that has not been transferred to the Purchase Agreement 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 substitution 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 accompanied by payment by made on the Seller of the Substitution Adjustment, if any, last Business Day preceding such Monthly Cut-Off Date. Any Home Loan required to be deposited in the Collection Accountpurchased or repurchased pursuant to this Section 3.05(a) is referred to as a "Defective Home Loan".

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive transfer of the Purchase Agreement shall survive Mortgage Loans and delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyhereunder. Upon discovery by the Sellerany Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Trustee, the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan 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 Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (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 the next succeeding Servicer Distribution Determination Date, in the manner and at the price specified in Section 2.06(b), or (c) remove such Mortgage Loan from by causing the Trust Fund (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; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account. As to any Deleted Mortgage Loan for which a Qualified Substitute Mortgage Loan or Loans is substituted, the Servicer shall effect such substitution by delivering to the Trustee or the Custodian on behalf of the Trustee, a certification in the form of Exhibit B attached to the Custodial Agreement, executed by a Servicing Officer and delivering to the Trustee (or the Custodian on behalf of the Trustee, with a copy of such certification to the Trustee) a copy of such certification, the documents constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans and a trust receipt of the Custodian as to the Substitute Mortgage Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01Article III, 3.02 and 3.03 shall survive the conveyance of the Purchase Agreement shall survive Loans to the Issuer, the grant of the Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerServicer, the Servicer, any SubservicerDepositor, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerSecurityholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerDepositor's or the Servicer's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects. If, however, within 60 days after the earlier of the Depositor's or _________'s discovery of such breach or the Depositor's or _________'s receiving notice thereof such breach has not been remedied by either the Depositor or ______ and such breach materially and adversely affects the interests of the Securityholders in, or the value of, the related Loan (b) purchase such Mortgage Loan the "Defective Loan"), the Depositor or _______ shall on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60-day period either (ci) remove such Mortgage Defective Loan from the Trust Fund Issuer (in which case it shall become a "Deleted Mortgage Loan") and substitute one or more Qualified Substitute Mortgage Loans; provided, that, Loans in the manner and subject to the conditions set forth in this Section 3.5 or (ii) purchase such substitution is effected not later than Defective Loan at a purchase price equal to the date which is two years after Purchase Price (as defined below) by depositing such Purchase Price in the Startup Day Collection Account. The Depositor or at such later date, _____ shall provide the Servicer (if the certificate is to come from the Depositor), the Indenture Trustee and the Certificate Insurer receive an Opinion Issuer with a certification of Counsel 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 effect set forth below in this Section. In addition, purchase of a Defective Loan pursuant to the Purchase Agreementthis Section 3.5, the Seller "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 Originator shall be obligated 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 indemnify the Trustee, the Certificateholders such Determination Date). Any substitution of Loans pursuant to this Section 3.5(a) 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 Section 2.6(a) shall be accompanied by payment by the Seller 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). As to any Deleted Loan for which the Depositor or ______substitutes a Qualified Substitute Loan or Loans, the Depositor or _____ 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 (or the Custodian on behalf of the Indenture Trustee, as applicable) the documents constituting the Indenture Trustee's Loan File for such Qualified Substitute Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Section 3.04 hereof shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Grantor Trustee, the conveyance of the Grantor Trust Certificate to the Issuer, the pledge of the Grantor Trust Certificate to the Indenture Trustee and the delivery of the Certificates Notes to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyNoteholders. Upon discovery by the SellerDepositor, the Servicer, the Transferor, any SubservicerCustodian, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties or the representations and warranties set forth in Section 3.04 which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer Grantor Trustee, the Owner Trustee or the Certificateholders Indenture Trustee in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to including any breach of the Purchase Agreementrepresentation 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, the Servicer shall, or shall cause the Seller or an Originator to (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, the Owner Trustee or the Indenture Trustee in, or the value of, the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Transferor shall on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60-day period either (ci) remove such Mortgage Defective Home Loan from the Grantor Trust Fund (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 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, thatthe Indenture Trustee, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Grantor Trustee and the Certificate Insurer receive an Opinion Owner Trustee with a certification of Counsel to a Responsible Officer on the effect set forth below Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in this Sectionlieu of such Defective Home Loan a Qualified Substitute Home Loan. In addition, Any substitution of Home Loans 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 this Section 3.05(a) shall be accompanied by payment by the Seller 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 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties (or, in the case of any Subsequent Mortgage Loan, any additional representation or warranty set forth in Section 2.01(d) of the Insurance Agreement) which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the applicable Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, 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 the 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. As to any Deleted Mortgage Loan for which the Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the effect set forth below Trustee a certification in this Section. In additionthe form attached hereto as Exhibit J, pursuant to the Purchase Agreement, the Seller executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Mortgage File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Mortgage Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Exhibit E hereto shall survive the conveyance of the Purchase Agreement shall survive Loans to the Indenture Trustee on behalf of the Issuer, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Trustee Custodian, the Issuer, the Indenture Trustee, the Note Agent or the Certificate Insurer 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 3.02 which materially and adversely affects the value or enforceability of the Mortgage Loans any Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage any Loan (notwithstanding that such representation and warranty was made to the SellerLoan Originator's best knowledge)) or which constitutes a breach of the representations and warranties set forth in Exhibit E, the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Loan Originator shall within 60 days 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 5 Business Days after the earlier of the Loan Originator's discovery of such breach or (b) purchase the Loan Originator's receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Loan (an "Unqualified Loan"), or the Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.06 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. In addition, Any substitution of Loans 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 this Section 3.06(a) shall be accompanied by payment by the Seller 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 AccountAccount pursuant to Section 5.01(b) hereof.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, Section 3.02 and 3.03 Section 3.04 hereof shall survive the conveyance of the Purchase Agreement shall survive Home Loans from the Transferor to the Depositor and from the Depositor to the Grantor Trustee, the conveyance of the Grantor Trust Certificate to the Issuer, the pledge of the Grantor Trust Certificate to the Indenture Trustee and the delivery of the Certificates Notes to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyNoteholders. Upon discovery by the SellerDepositor, the Servicer, the Transferor, any SubservicerCustodian, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee or the Certificate Insurer any Securityholder of a breach of any of such the representations and warranties set forth in Section 3.02 and Section 3.04 which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer Grantor Trustee, the Owner Trustee or the Certificateholders Indenture Trustee in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to including any breach of the Purchase Agreementrepresentation 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, the Servicer shall, or shall cause the Seller or an Originator to (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, the Owner Trustee or the Indenture Trustee in, or the value of, the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Transferor shall on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60-day period either (ci) remove such Mortgage Defective Home Loan from the Grantor Trust Fund (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 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, thatthe Indenture Trustee, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Grantor Trustee and the Certificate Insurer receive an Opinion Owner Trustee with a certification of Counsel to a Responsible Officer on the effect set forth below Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in this Sectionlieu of such Defective Home Loan a Qualified Substitute Home Loan. In addition, Any substitution of Home Loans 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 this Section 3.05(a) shall be accompanied by payment by the Seller 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 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, 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, SECTIONS 3.01 AND 3.02 and 3.03 shall survive transfer of the Purchase Agreement shall survive Mortgage Loans and delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyhereunder. Upon discovery by the Sellerany Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Trustee, the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan 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 Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (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 the next succeeding Servicer Distribution Determination Date, in the manner and at the price specified in Section 2.06(bSECTION 2.06(B), or (c) remove such Mortgage Loan from by causing the Trust Fund (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; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account. As to any Deleted Mortgage Loan for which a Qualified Substitute Mortgage Loan or Loans is substituted, the Servicer shall effect such substitution by delivering to the Trustee or the Custodian on behalf of the Trustee, a certification in the form of EXHIBIT B attached to the Custodial Agreement, executed by a Servicing Officer and delivering to the Trustee (or the Custodian on behalf of the Trustee, with a copy of such certification to the Trustee) a copy of such certification, the documents constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans and a trust receipt of the Custodian as to the Substitute Mortgage Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 Exhibit E hereto and 3.03 in Section 3 of the Purchase Residual Securities Transfer Agreement shall survive the conveyance of the Loans or the Residual Securities to the Indenture Trustee on behalf of the Issuer, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer 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 3.02 which materially and adversely affects the value or enforceability of the Mortgage Loans any Loan or the interest of the Certificateholders Residual Security or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer Securityholders in any Loan or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan Residual Security (notwithstanding that such representation and warranty was made to the SellerLoan 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 shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Loan Originator shall within 60 days 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 5 Business Days after the earlier of the Loan Originator's discovery of such breach or (b) purchase the Loan Originator's receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Loan (an "Unqualified Loan") or related Residual Security (an "Unqualified Residual Security"), or the Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Fund (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; provided, that, such substitution is effected not later than Loans (in place of a Deleted Loan) or Qualified Residual Securities (in place of a Deleted Residual Security) in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.06 or (ii) purchase such Unqualified Loan or Unqualified Residual Security at a purchase price equal to the 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. In addition, Any substitution of Loans or Residual Securities 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 this Section 3.06(a) shall be accompanied by payment by the Seller 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 AccountAccount pursuant to Section 5.01(b)(1) hereof.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 of the Purchase and Sale Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 3.1 or 3.03 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.033.3, 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 Purchase and Sale Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (ai) promptly cure such breach in all material respects, or (bii) purchase such Mortgage Loan on the next succeeding Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.4(b) (in which case the Mortgage Loan shall become a Deleted Mortgage Loan), or (ciii) remove such Mortgage Loan from the Trust Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day Date 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 that such substitution will not constitute a prohibited transaction for the purposes of the REMIC provisions of the Code or cause the _____ REMIC to the Purchase Agreement, the Seller and the related Originator shall be obligated fail to indemnify the Trustee, the Certificateholders and the Certificate Insurer for qualify as a REMIC at any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loanstime any Certificates are outstanding. Pursuant to the Purchase Agreement 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 Trustee Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01Article III, 3.02 and 3.03 shall survive the conveyance of the Purchase Agreement shall survive delivery of the Certificates Loans to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyDepositor. Upon discovery by the Seller, the Servicer, Depositor or any Subservicer, the Trustee or the Certificate Insurer of its assignees of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerSecurityholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects. If, however, 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 either the Transferor and such breach materially and adversely affects the interests of the Securityholders or in the related Loan (b) purchase such Mortgage Loan the "Defective Loan"), the Transferor shall on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60day period either (ci) remove such Mortgage Defective Loan from the Trust Fund Issuer (in which case it shall become a "Deleted Mortgage Loan") and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this Section. In addition, pursuant Section 3.4 or (ii) purchase such Defective Loan at a purchase price equal to the Purchase Agreement, Price by depositing such Purchase Price in the Seller and Collection Account. The Transferor shall provide the related Originator shall be obligated to indemnify the Trustee, the Certificateholders and the Certificate Insurer for any third party claims arising out Depositor with a certification of a breach by Responsible Officer on the Seller Determination Date next succeeding the end of representations such 60day period indicating whether the Purchaser is purchasing the Defective Loan or warranties regarding the Mortgage Loanssubstituting in lieu of such Defective Loan a Qualified Substitute Loan. Pursuant Any substitution of Loans pursuant to the Purchase Agreement any such substitution this Section 3.4(a) and Section 2.5(b) shall be accompanied by payment by the Seller 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 3.4 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 Loan for which the Transferor substitutes a Qualified Substitute Loan or Loans, the Transferor shall effect such substitution by delivering to the Depositor (i) a certification executed by a Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and (ii) the documents constituting the Indenture Trustee's Loan File for such Qualified Substitute Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.03 and 3.03 3.04 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate InsurerSecurityholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was may have been made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant or of its discovery or its receipt of notice of a material defect in a document contained in an Indenture Trustee's Home Loan File as referred to in the Purchase Agreementlast sentence of Section 2.06(b), the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects. If, however, within 60 days after the Seller's discovery of or receipt of notice of such a breach or defective document, as applicable, such breach or defective document, as applicable, has not been remedied by the Transferor and such breach or defective document, as applicable, materially and adversely affects the interests of the Securityholders generally or in the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Seller shall cause the Transferor on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60 day period either (ci) to remove such Mortgage Defective Home Loan from the Trust Fund Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 or (ii) to 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 or the Transferor is notified that any Mortgaged Property was, thatas of the Closing Date, not free of damage or not in good repair, regardless of the Transferor's knowledge, the Seller shall cause the Transferor to (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such substitution Mortgaged Property such that such Mortgaged Property is effected not later than free of damage and in good repair. The Transferor shall provide the date which is two years after Servicer, the Startup Day or at such later date, if the Indenture Trustee and the Certificate Insurer receive an Opinion Issuer with a certification of Counsel 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 effect set forth below in purchase of a Defective Home Loan pursuant to this Section. In addition, pursuant 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 unreimbursed Servicing Advances made by the Servicer with respect to such Defective Home Loan, which Purchase AgreementPrice 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). If a loss has been incurred with respect to any Home Loan and such loss is attributable to the failure of the Seller or the Transferor to deliver to the Indenture Trustee (or its Custodian) the related original Debt Instrument, the Seller shall cause the Transferor to (i) remove such Home Loan from the Trust Estate and substitute one or more Qualified Substitute Home Loans therefor or (ii) purchase such Home Loan, in each case in accordance with the related Originator shall be obligated provisions of the immediately preceding paragraph. Any substitution of Home Loans pursuant 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 this Section 3.05(a) shall be accompanied by payment by the Seller 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 to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 5.01(c). As to any Home Loan for which the Transferor substitutes a Qualified Substitute Home Loan or Loans, the Transferor shall effect such substitution by delivering (i) to the Issuer a certification executed by a Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account, and (ii) to the Custodian on behalf of the Indenture Trustee, the documents constituting the Indenture Trustee's Loan File for such Qualified Substitute Home Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 ____ and 3.03 ____ of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 ____ and ____ 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. 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 Purchase Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.04(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed ------------------------- that the representations and warranties set forth in Sections 3.01, 3.02 3.03 and 3.03 3.04 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate InsurerSecurityholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was may have been made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant or of its discovery or its receipt of notice of a material defect in a document contained in an Indenture Trustee's Home Loan File as referred to in the Purchase Agreementlast sentence of Section 2.06(b), the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects. If, however, within 60 days after the Seller's discovery of or receipt of notice of such a breach or defective document, as applicable, such breach or defective document, as applicable, has not been remedied by the Transferor and such breach or defective document, as applicable, materially and adversely affects the interests of the Securityholders generally or in the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Seller shall cause the Transferor on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60 day period either (ci) to remove such Mortgage Defective Home Loan from the Trust Fund Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 or (ii) to 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 or the Transferor is notified that any Mortgaged Property was, thatas of the Closing Date, not free of damage or not in good repair, regardless of the Transferor's knowledge, the Seller shall cause the Transferor to (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such substitution Mortgaged Property such that such Mortgaged Property is effected not later than free of damage and in good repair. The Transferor shall provide the date which is two years after Servicer, the Startup Day or at such later date, if the Indenture Trustee and the Certificate Insurer receive an Opinion Issuer with a certification of Counsel 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 effect set forth below in purchase of a Defective Home Loan pursuant to this Section. In addition, pursuant 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 unreimbursed Servicing Advances made by the Servicer with respect to such Defective Home Loan, which Purchase AgreementPrice 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). If a loss has been incurred with respect to any Home Loan and such loss is attributable to the failure of the Seller or the Transferor to deliver to the Indenture Trustee (or its Custodian) the related original Debt Instrument, the Seller shall cause the Transferor to (i) remove such Home Loan from the Trust Estate and substitute one or more Qualified Substitute Home Loans therefor or (ii) purchase such Home Loan, in each case in accordance with the related Originator shall be obligated provisions of the immediately preceding paragraph. Any substitution of Home Loans pursuant 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 this Section 3.05(a) shall be accompanied by payment by the Seller 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 to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 5.01(c). As to any Home Loan for which the Transferor substitutes a Qualified Substitute Home Loan or Loans, the Transferor shall effect such substitution by delivering (i) to the Issuer a certification executed by a Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account, and (ii) to the Custodian on behalf of the Indenture Trustee, the documents constituting the Indenture Trustee's Loan File for such Qualified Substitute Home Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive transfer of the Purchase Agreement shall survive Mortgage Loans and ---------------------- delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyhereunder. Upon discovery by the SellerDepositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee Trustee, the NIMS Insurer or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Trustee, the Certificateholders, the NIMS Insurer or the Certificate InsurerInsurer (in the case of representations and warranties made in Section 3.01), or which materially and adversely affects the ------------ interests of the Trustee, the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty made in Section 3.02 relating to a particular Mortgage Loan (notwithstanding that such ------------ representation and warranty was made to the SellerDepositor's best knowledge, "breach" for purposes of this Section shall be determined without regard to such limitation), the party discovering such breach shall give prompt written notice to the othersothers (either of the foregoing, a "Material Breach"). Subject to the last paragraph of this Section 3.03, within 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 Purchase AgreementMaterial Breach, the Servicer shall, or Transferor shall cause the Seller or an Originator to (a) promptly cure cure, or cause the Depositor to cure, such breach Material Breach in all material respects, or (b) purchase promptly purchase, or cause the Depositor to purchase, such Mortgage Loan on the next succeeding Servicer Distribution DateLoan, in the manner and at the price specified in Section 2.06(b), by depositing such price into the Principal and --------------- Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and held in the Principal and Interest Account for future distribution), or (c) remove such Mortgage Loan from promptly substitute, or cause the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute Depositor to substitute, one or more Qualified Substitute Mortgage Loans; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account.; provided that if -------- such breach of a representation or warranty caused such Mortgage Loan not to be a "qualified

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 Sections 3.01, Section 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Depositor, the Servicer, any Subservicerthe Custodian, the Trustee Certificate Administrator or the Certificate Insurer Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to shall (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, provided such substitution is effected not later than the date which is two years after the Startup Day Day, or at such later date, date if the Trustee and the Certificate Insurer 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. As to any Deleted Mortgage Loan for which the effect set forth below in this Section. In addition, pursuant to the Purchase AgreementSeller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller and shall effect such substitution by delivering to the related Originator Custodian, who shall be obligated deliver to indemnify the Trustee, the Certificateholders Trustee and the Certificate Insurer for any third party claims arising out of Administrator 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 certification in the Collection Accountform attached hereto as Exhibit F, and the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, the Custodian, the Co-Trustee or upon a Responsible Officer of the Owner Trustee or the Certificate Insurer Trustee obtaining actual knowledge of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or Noteholders and the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Noteholders, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund Account Property (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, provided such substitution is effected not later than the date which is two years after the Startup Day Closing Date or at such later date, if the Trustee and the Certificate Insurer Owner Trustee receive an Opinion of Counsel that such substitution would not result in a material adverse tax event to the Noteholders or the Certificateholders. As to any Deleted Loan for which the Representative substitutes a Qualified Substitute Loan or Loans, the Servicer shall effect set forth below in this Section. In addition, pursuant such substitution by delivering to the Purchase AgreementTrustee (or, with respect to the Home Improvement Loans, the Seller Custodian) a certification in the form attached hereto as Exhibit G-1 or Exhibit G-2, as applicable, executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Loan File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates Mortgage Loans to the CertificateholdersPurchaser. 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 It 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 understood and agreed that the substance of such representation Purchaser is making certain representations 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 warranties with respect to the inaccuracy at Mortgage Loans in the time Pooling and Servicing Agreement and that the representation or warranty was made, such inaccuracy shall be deemed a Sellers have agreed to cure any breach of the applicable representation such representations and warranties or warrantyto repurchase or substitute for any affected Mortgage Loan as set forth herein. Upon discovery by the a Seller, the Servicer, any SubservicerPurchaser, the Servicer or a Responsible Officer of the Trustee of (i) any breach of the representation and warranty set forth in Section 2.04(b)(vi) of the Pooling and Servicing Agreement or the Certificate Insurer of (ii) a breach of any of such the representations and warranties which materially in Sections 3.01 and adversely affects 3.02 or the value representations and warranties of the Purchaser with respect to the Mortgage Loans or the interest in Section 2.04 of the Certificateholders or the Certificate Insurer, or which Pooling and Servicing Agreement that materially and adversely affects the interests of the Certificate Insurer Trust or the Investor Certificateholders or the Credit Enhancer in the related Mortgage Loan 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)Loan, the party discovering such breach shall give prompt written notice to the othersother parties and the Credit Enhancer. Subject to the last paragraph of this Section 3.03, within 60 Within 90 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Purchase Agreement, the Servicer shall, or applicable Seller shall cause the Seller or an Originator to (a) promptly cure such breach in all material respectsrespects or shall, or (b) purchase such Mortgage Loan on not later than the Business Day next succeeding Servicer preceding the Distribution Date, Date in the manner month following the Collection Period in which any such cure period expired (or such later date that is acceptable to the Trustee and at the price specified in Section 2.06(bCredit Enhancer as evidenced by their written consents), or either (ca) remove accept a retransfer of such Mortgage Loan from the Trust Fund or (in which case it shall become a Deleted Mortgage Loanb) and substitute one or more Qualified Eligible Substitute Mortgage Loans in the same manner and subject to the same conditions as set forth in Section 2.05; provided, however, that the cure for any breach of a representation and warranty of the Purchaser in Section 2.04 of the Pooling and Servicing Agreement relating to the characteristics of the Mortgage Loans in the aggregate shall be a repurchase of or substitution for only the Mortgage Loans necessary to cause such characteristics to be in compliance with the related representation and warranty; and provided, further, that in the event of such a breach relating to the characteristics of the Mortgage Loans in the aggregate, each Seller shall contribute proportionally to the repurchase or substitution of such Mortgage Loans, allocated according to the proportion of Mortgage Loans contributed by each such Seller to the Trust. Upon accepting such transfer and making any required deposit into the Collection Account and/or substitution of one or more Eligible Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day each Seller shall be entitled to receive an instrument of assignment or at such later date, if transfer from the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect same extent as set forth below in this Section 2.05 with respect to the retransfer of Mortgage Loans under that Section. In additionIt is understood and agreed that the obligations of any Seller to accept a retransfer of a Mortgage Loan as to which a breach has occurred and is continuing and to make any required deposit in the Collection Account and/or to substitute one or more Eligible Substitute Mortgage Loans, pursuant shall constitute the sole remedy against such Seller with respect to the Purchase Agreementsuch breach available to Investor Certificateholders, the Seller and the related Originator shall be obligated to indemnify the Trustee, the Trustee on behalf of Investor Certificateholders and the Certificate Insurer for Credit Enhancer. Notwithstanding the foregoing, with respect to any third party claims arising out breach of a breach by the Seller representation and warranty set forth in Section 3.02(d), the sale and assignment of representations or warranties regarding the affected Mortgage Loans. Pursuant Loans to the Purchase Agreement any such substitution Trust shall be accompanied by payment by deemed void and the applicable Seller shall pay to the Trust an amount equal to the aggregate of the Substitution Adjustmentrelated Principal Balances, if any, plus unpaid accrued interest on each such Principal Balance at the applicable Loan Rate to be deposited in the Collection Accountdate of payment.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, the Custodian, any Co-Trustee or, in the case of any Pool I or Pool II Mortgage Loan, the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Insurer, in the case of any Pool I or Pool II Mortgage Loan, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the applicable Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, 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 applicable Co-Trustee, and, in the case of any Pool I or Pool II Mortgage Loan, the 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. As to any Deleted Mortgage Loan for which the Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the effect set forth below in this Section. In additionCustodian (or, pursuant with respect to the Purchase AgreementPool III Mortgage Loans, FUNB, who shall deliver to the Seller Pool III Co-Trustee) a certification in the form attached hereto as Exhibit J, executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Mortgage File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Mortgage Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates Mortgage Loans to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyPurchaser. Upon discovery by the a Seller, the Servicer, any SubservicerPurchaser, the Servicer or a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value interests of the Mortgage Loans Trust or the interest of the Investor Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Credit Enhancer in the related Mortgage Loan 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)Loan, the party discovering such breach shall give prompt written notice to the othersother parties and the Credit Enhancer. Subject to the last paragraph of this Section 3.03, within 60 Within 90 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure shall cure, such breach in all material respects, or (b) purchase such Mortgage Loan on shall, not later than the Business Day next succeeding Servicer preceding the Distribution Date, Date in the manner month following the Collection Period in which any such cure period expired (or such later date that is acceptable to the Trustee and at the price specified in Section 2.06(bCredit Enhancer as evidenced by their written consents), or either (ca) remove accept a transfer of such Mortgage Loan from the Trust Fund or (in which case it shall become a Deleted Mortgage Loanb) and substitute one or more Qualified an Eligible Substitute Mortgage LoansLoan in the same manner and subject to the same conditions as set forth in Section 2.05; provided, thathowever, such substitution is effected not later than that the date which is two years after the Startup Day or at such later date, if the Trustee cure for any breach of a representation and the Certificate Insurer receive an Opinion of Counsel warranty relating to the effect set forth below characteristics of the Mortgage Loans in this Sectionthe aggregate shall be a repurchase of or substitution for only the Mortgage Loans necessary to cause such characteristics to be in compliance with the related representation and warranty. In additionUpon accepting such transfer and making any required deposit into the Collection Account or substitution of an Eligible Substitute Mortgage Loan, pursuant to as the Purchase Agreementcase may be, the Seller and the related Originator shall be obligated entitled to indemnify receive an instrument of assignment or transfer from the Trustee, Trustee to the Certificateholders same extent as set forth in Section 2.05 with respect to the transfer of Mortgage Loans under that Section. It is understood and agreed that the Certificate Insurer for obligations of any third party claims arising out Seller to accept a transfer of a Mortgage Loan as to which a breach by the Seller of representations or warranties regarding the Mortgage Loans. Pursuant has occurred and is continuing and to the Purchase Agreement make any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited required deposit in the Collection Account.Account or to substitute an Eligible Substitute Mortgage Loan, as the case may be, shall constitute

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive transfer of the Purchase Agreement shall survive Mortgage Loans and delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyhereunder. Upon discovery by the Sellerany Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Trustee, or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan 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 Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (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 the next succeeding Servicer Distribution Determination Date, in the manner and at the price specified in Section 2.06(b), or (c) remove such Mortgage Loan from by causing the Trust Fund (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; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account. As to any Deleted Mortgage Loan for which a Qualified Substitute Mortgage Loan or Loans is substituted, the Servicer shall effect such substitution by delivering to the Trustee or the Custodian on behalf of the Trustee, a certification in the form of Exhibit B attached to the Custodial Agreement, executed by a Servicing Officer and delivering to the Trustee (or the Custodian on behalf of the Trustee, with a copy of such certification to the Trustee) a copy of such certification, the documents constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans and a trust receipt of the Custodian as to the Substitute Mortgage Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Section 3.05 hereof shall survive the conveyance of the Purchase Agreement shall survive Loans to the Indenture Trustee on behalf of the Issuer, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originators, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer 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 3.02 which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Sellerrelated 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 shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The related Loan Originator shall within 60 days of the earlier of its discovery or its receipt of notice 5 Business Days of any breach of a representation or warranty, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 5 Business Days after the earlier of the related Loan Originator's discovery of such breach or (b) purchase the related Loan Originator's receiving notice thereof such Mortgage breach has not been remedied by the related Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders or in the manner and at related Loan (the price specified in Section 2.06(b"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 Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this Section. In addition, pursuant Section 3.06 or (ii) purchase such Defective Loan at a purchase price equal to the Purchase AgreementPrice with respect to such Defective Loan by depositing such Purchase Price in the Collection Account. The related Loan Originator shall provide the Servicer, the Seller and the related Originator shall be obligated to indemnify the Indenture Trustee, the Certificateholders Initial Noteholder and the Certificate Insurer for any third party claims arising out Issuer with a certification of a breach 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 Seller related Loan Originator by means of representations or warranties regarding a withdrawal of the Mortgage Loans. Pursuant Sales Price therefor from the Reserve Account and distribution of such amount to the Noteholders, the related Loan Originator shall pay an additional amount equal to the Note Interest Rate on the Principal Balance of 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 Agreement any Price of such Wet Funded Loan. Any substitution of Loans pursuant to this Section 3.06(a) shall be accompanied by payment by the Seller related Loan Originator of the Substitution Adjustment, if any, to be deposited in the Collection AccountAccount 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 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.01 or 3.02 or 3.03 of the Purchase Agreement (other than Section 3.02(ar) (concerning environmental matters)) that is made to the best of the Seller's knowledge, if it is discovered by the Servicer, any Subservicersubservicer, 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 be deemed a breach of the applicable representation or warranty. Upon discovery by any of the Seller, the Servicer, any Subservicersubservicer, the Trustee or the Certificate Insurer of a breach of any of such the representations and warranties which materially and adversely affects contained in Sections 3.01 or 3.02 of the Purchase Agreement, as of the Closing Date (or with respect to the Subsequent Mortgage Loans, the applicable Subsequent Transfer Date), with the result that the value of the any Mortgage Loans Loan is reduced or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in or the case interests of a representation the Certificate Insurer were materially and warranty relating to a particular Mortgage Loan adversely affected (notwithstanding that any such representation and warranty was made to the Seller's best knowledgeknowledge and the Seller lacked knowledge of such breach), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b2.6(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day Closing Date or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel that such substitution would not cause the Trust Fund to the effect set forth below in this Sectionfail to qualify as a "grantor trust" at any time any Certificates are outstanding. In addition, pursuant to the Purchase Agreement, the Seller and the related Originator shall be obligated to indemnify the Trustee, the Trust, the Certificateholders and the Certificate Insurer for any third party claims or damages 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 Collection Account. Notwithstanding anything else in this Agreement or the Purchase Agreement, the Seller shall not repurchase or substitute a Mortgage Loan and the Trustee shall not release any Mortgage Loan until the Seller shall have deposited in the Collection Account the Substitution Adjustment or Loan Repurchase Price required to be deposited by the Seller with respect to such Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive transfer of the Purchase Agreement shall survive Mortgage Loans and delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyhereunder. Upon discovery by the Sellerany Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Trustee, or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan 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 Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (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 the next succeeding Servicer Distribution Determination Date, in the manner and at the price specified in Section 2.06(b), or (c) remove such Mortgage Loan from by causing the Trust Fund (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; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account.. In addition, the Servicer shall notify the Custodian, the Trustee and the Insurer upon any Mortgage Loan becoming an Unpaid

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 of the Purchase and Sale Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 3.1 or 3.03 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.033.3, 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 Purchase and Sale Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (ai) promptly cure such breach in all material respects, or (bii) purchase such Mortgage Loan on the next succeeding Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.4(b) (in which case the Mortgage Loan shall become a Deleted Mortgage Loan), or (ciii) remove such Mortgage Loan from the Trust Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day Date 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 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 the Purchase Agreement, the Seller and the related Originator shall be obligated fail to indemnify the Trustee, the Certificateholders and the Certificate Insurer for qualify as a REMIC at any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loanstime any Certificates are outstanding. Pursuant to the Purchase Agreement 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 Trustee Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, the Custodian or upon a Responsible Officer of the Owner Trustee or the Certificate Insurer Indenture Trustee obtaining actual knowledge of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or Noteholders and the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Noteholders, or the Certificateholders in the related Mortgage Loan 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 the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; , provided, thatin the case of Pool I, such substitution is effected not later than the date which is two years after the Startup Day Day, or at such later date, if the Indenture Trustee and the Certificate Insurer Owner Trustee receive an Opinion of Counsel that such substitution would not constitute a Prohibited Transaction or cause either REMIC I or REMIC II to fail to qualify as a REMIC. As to any Deleted Loan for which the Representative substitutes a Qualified Substitute Loan or Loans, the Servicer shall effect such substitution by delivering to the effect set forth below Custodian a certification in this Section. In additionthe form attached hereto as Exhibit G, pursuant to the Purchase Agreement, the Seller executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Indenture Trustee, the Certificateholders and the Certificate Insurer 's Loan File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Section 3.04 hereof shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Notes to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyNoteholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee, the Owner Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties or the representations and warranties set forth in Section 3.02 which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to including any breach of the Purchase Agreementrepresentation set forth in Section 3.04(af) hereof as a result of an aggregate of Home Loans which would not otherwise cause a breach of any other representation or warranty, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects. If within 60 days after the earlier of the Transferor's or the Originator's discovery of such breach or the Transferor's or the Originator's receiving notice thereof such breach has not been remedied by the Transferor or the Originator and such breach materially and adversely affects the interests of Securityholders or in the related Home Loan (the "Defective Home Loan"), the Transferor or (b) purchase such Mortgage Loan the Originator shall on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60-day period either (ci) remove such Mortgage Defective Home Loan from the Owner Trust Fund (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 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 or the Originator shall provide the Servicer, 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 and the Certificate Insurer receive an Opinion Owner Trustee with a certification of Counsel to a Responsible Officer on the effect set forth below Determination Date next succeeding the end of such 60-day period indicating whether the Transferor or the Originator is purchasing the Defective Home Loan or substituting in this Sectionlieu of such Defective Home Loan a Qualified Substitute Home Loan. In addition, Any substitution of Home Loans 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 this Section 3.05(a) shall be accompanied by payment by the Seller Transferor or the Originator 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 or the Originator 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 5.01(c) hereof. It is understood and agreed that the obligation of the Transferor or the Originator 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 and warranties of the Transferor or the Originator 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 Originator, 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 of the Purchase and Sale Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 3.1 or 3.03 3.2 of the Purchase and Sale Agreement that is made to the best of the SellerTransferor's knowledge, if it is discovered by the Master Servicer, any Subservicer, the Trustee[, the Certificate Insurer 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 SellerTransferor's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerTransferor, the Master Servicer, any Subservicer, the Trustee [or the Certificate Insurer Insurer] of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the [Certificate Insurer or the the] Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.033.3, 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 Purchase and Sale Agreement, the Servicer shall, or Transferor shall cause the Seller or an Originator be required to (a1) promptly cure such breach in all material respects, or (b2) purchase such Mortgage Loan on the next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b2.4(c) (in which case the Mortgage Loan shall become a Deleted Mortgage Loan), or (c3) remove such Mortgage Loan from the Trust Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day Date or at such later date, if the Trustee [and the Certificate Insurer Insurer] receive an Opinion of Counsel to the effect set forth below in this Section. In addition, pursuant 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 the Purchase Agreement, the Seller and the related Originator shall be obligated fail to indemnify the Trustee, the Certificateholders and the Certificate Insurer for qualify as a REMIC at any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loanstime any Certificates are outstanding. Pursuant to the Purchase Agreement and Sale Agreement, any such substitution shall be accompanied by payment by the Seller Transferor of the Substitution Adjustment, if any, to the Master Servicer to be deposited in the Collection Certificate Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.013.03 and 3.04, 3.02 and 3.03 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Transferor, the Trustee Custodian, the Issuer, the Indenture Trustee, the Securities Insurer or the Certificate Insurer any Securityholder of a breach of any of such representations and 57 warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders Securityholders or the Certificate Securities Insurer, or which materially and adversely affects the interests of the Certificate Insurer Securityholders or the Certificateholders Securities Insurer in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respectsrespects unless such requirement is waived by the Securities Insurer. If, however, within 60 days after the notice of such breach to the Transferor such breach has not been remedied by the Transferor or waived by the Securities Insurer and such breach materially and adversely affects the interests of the Securityholders or the Securities Insurer generally or in the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Seller shall cause the Transferor on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60 day period either (ci) to remove such Mortgage Defective Home Loan from the Owner Trust Fund Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Home Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.05 or (ii) to 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 addition, pursuant to the Purchase AgreementTransferor shall indemnify the Trust and the Securities Insurer for any losses incurred in excess of the proceeds received from the repurchase or substitution of any such Defective Home Loan. In the event the Seller or the Transferor is notified that any Mortgaged Property is not free of damage or not in good repair, regardless of the Transferor's knowledge, the Seller shall cause the Transferor to (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such Mortgaged Property such that such Mortgaged Property is free of damage and in good repair. The Transferor shall provide the Servicer, the Securities Insurer, the Indenture Trustee and the related Originator Issuer 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 purchase of a Defective Home Loan pursuant to this Section, the "Purchase Price" shall be obligated equal to indemnify the TrusteePrincipal 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 Certificateholders and Due Date in the Certificate Insurer for Due Period most recently ended prior to such Determination Date computed at the applicable Home Loan Interest Rate, plus the amount of any third party claims arising out of a breach unreimbursed Servicing Advances made by the Seller 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 representations or warranties regarding such repurchased Defective Home Loan and being held in the Mortgage Loans. Pursuant Collection Account for future distribution to the Purchase Agreement any 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 Home Loans pursuant to this Section 3.05(a) and Section 2.06(c) shall be accompanied by payment by the Seller 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 58 during the related Due Period and shall be transferred to the Note Distribution Account to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 5.01(c). As to any Home Loan for which the Transferor substitutes a Qualified Substitute Home Loan or Loans, the Transferor shall effect such substitution by delivering (i) to the Issuer a certification executed by a Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account to be remitted to the Indenture Trustee for deposit into the Note Distribution Account and/or the Certificate Distribution Account, and (ii) to the Custodian on behalf of the Indenture Trustee, the documents constituting the Indenture Trustee's Loan File for such Qualified Substitute Home Loan or Loans. 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, to repurchase from the Issuer or to substitute one or more Qualified Substitute Home Loans for any Home Loan that is in foreclosure or default; provided that any repurchase or substitution pursuant to this paragraph is conducted in the same manner as the repurchase or substitution, respectively, of a Defective Home Loan pursuant to this Section 3.05.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.01 and 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 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Master Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. 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 Purchase Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Master Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 Collection Account.in

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates Mortgage Loans to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyTransferee. Upon discovery by the SellerTrustee, the Transferee, the Servicer, any Subservicer, the Trustee Certificate Insurer, the NIMS Insurer, or the Certificate Insurer Custodian of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerTransferee, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan Transferee in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Transferor shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by remitting to the Servicer for deposit in the Principal and Interest Account, on the next succeeding Servicer Determination Date relating to a Distribution Date, in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute by substituting one or more Qualified Substitute Mortgage Loans; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller Transferor of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account; provided, that if such breach of a representation and warranty caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 75 days of the earlier of the delivery of the Trustee's interim certification under the Pooling and Servicing Agreement or Servicer's discovery of such defect. It is understood that (i) a failure of a Mortgage File to contain a Mortgage Note (or a Destroyed Mortgage Note Affidavit as permitted by paragraph 1 on Exhibit C) or a Mortgage (with or without evidence of recording), (ii) the inclusion in the Mortgage Pool or any Mortgage Loan with a CLTV greater than 100% which also fails to meet the requirement that it be "principally secured by an interest in real property" within the meaning of Treasury Regulation 1.860G-2(a)(1), or (iii) any other Mortgage File defect that causes the related Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3) materially and adversely affects the interests of the Certificateholders. Notwithstanding anything to the contrary herein (other than the immediately preceding sentence), a breach of a representation and warranty with respect to a particular Mortgage Loan shall not be considered to materially and adversely affect the interests of the Trustee, the Certificateholders, the Certificate Insurer or the NIMS Insurer unless and until a Mortgage Loan Loss is incurred on the related Mortgage Loan as the direct and proximate result of the breach. In the event of a Mortgage Loan Loss resulting directly and proximately from such a breach, which Mortgage Loan Loss is determined following liquidation of the related Mortgage Loan, it is understood that the Transferor may satisfy its repurchase obligation by depositing the amount of the Mortgage Loan Loss into the Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such liquidated Mortgage Loans and held in the Principal and Interest Account for future distribution). Notwithstanding the foregoing, the existence of any Mortgage Loan subject to HOEPA in Mortgage Loan Group 1, Mortgage Loan Group 2 or Mortgage Loan Group 3 in breach of the representation in Section 3.02 (xx), shall constitute a material adverse effect on the interests of the Trustee, the Certificateholders, the Certificate Insurer or the NIMS Insurer in such Mortgage Loan, and such Mortgage Loan must be repurchased or substituted for no later than the third Business Day following the 60th day after the Transferor's receipt of actual knowledge that such Mortgage Loan is subject to HOEPA. As to any Deleted Mortgage Loan for which the Transferor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the Transferee a certification in the form attached to the Custodial Agreement as Exhibit B thereto, and delivering to the Transferee the documents constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans.

Purchase and Substitution. (a) (i) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Section 3.04 hereto shall survive the conveyance of the Purchase Agreement shall survive Eligible Loans to the Indenture Trustee on behalf of the Issuer or the Depositor, as applicable, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Collateral Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer 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 3.02 or 3.04 which materially and adversely affects the value or enforceability of the Mortgage Loans any Eligible Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders, in the related Mortgage any Eligible Loan 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 any party discovering such breach shall give prompt written notice to the others. Subject to ; provided, however, that for purposes of the last paragraph of repurchase and substitution provisions contained in this Section 3.033.05, 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. The Loan Originator shall within 60 30 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 30 days after the earlier of the Loan Originator’s discovery of such breach or (b) purchase the Loan Originator’s receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Eligible Loan (an “Unqualified Loan”), the 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 Fund Collateral (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this Section. In addition, pursuant Section 3.05 (except to the Purchase Agreement, extent that no Borrowing Base Deficiency occurs following 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 removal of such Unqualified Loan) or (ii) purchase such Unqualified Loan at a breach by the Seller of representations or warranties regarding the Mortgage Loans. Pursuant purchase price equal to the Purchase Agreement any Repurchase Price with respect to such substitution shall be accompanied Unqualified Loan by payment by the Seller of the Substitution Adjustment, if any, 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 Collateral and shall not be required to pay a Repurchase Price or substitute a Qualified Substitute Loan therefor.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.013.03 and 3.04, 3.02 and 3.03 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Transferor, the Trustee Custodian, the Issuer, the Indenture Trustee, the Securities Insurer or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders Securityholders or the Certificate Securities Insurer, or which materially and adversely affects the interests of the Certificate Insurer Securityholders or the Certificateholders Securities Insurer in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respectsrespects unless such requirement is waived by the Securities Insurer. If, however, within 60 days after the notice of such breach to the Transferor such breach has not been remedied by the Transferor or waived by the Securities Insurer and such breach materially and adversely affects the interests of the Securityholders or the Securities Insurer generally or in the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Seller shall cause the Transferor on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60 day period either (ci) to remove such Mortgage Defective Home Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified d Substitute Mortgage Loans; provided, that, such substitution is effected not later than Home Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.05 or (ii) to 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 addition, pursuant to the Purchase AgreementTransferor shall indemnify the Trust and the Securities Insurer for any losses incurred in excess of the proceeds received from the repurchase or substitution of any such Defective Home Loan. In the event the Seller or the Transferor is notified that any Mortgaged Property for a secured Home Loan is not free of damage or not in good repair, regardless of the Transferor's knowledge, the Seller shall cause the Transferor to (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such Mortgaged Property such that such Mortgaged Property is free of damage and in good repair. The Transferor shall provide the Servicer, the Securities Insurer, the Indenture Trustee and the related Originator Issuer 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 purchase of a Defective Home Loan pursuant to this Section, the "Purchase Price" shall be obligated equal to indemnify the TrusteePrincipal 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 Certificateholders and Due Date in the Certificate Insurer for Due Period most recently ended prior to such Determination Date computed at the applicable Home Loan Interest Rate, plus the amount of any third party claims arising out of a breach unreimbursed Servicing Advances made by the Seller 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 representations or warranties regarding such repurchased Defective Home Loan and being held in the Mortgage Loans. Pursuant Collection Account for future distribution to the Purchase Agreement any 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 Home Loans pursuant to this Section 3.05(a) and Section 2.06(c) shall be accompanied by payment by the Seller 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 to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 5.01(c) on the Determination Date for such Distribution Date. As to any Deleted Home Loan for which the Transferor substitutes a Qualified Substitute Home Loan or Loans, the Transferor shall effect such substitution by delivering to the Issuer (i) a certification executed by a Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and remitted to the Indenture Trustee for deposit into the Note Distribution Account and/or the Certificate Distribution Account, and (ii) the documents constituting the Indenture Trustee's Loan File for such Qualified Substitute Home Loan or Loans. In addition to the preceding repurchase obligations, each of the Seller and the Transferor shall have the option, exercisable in its sole discretion at any time, to repurchase, or to substitute one or SALE AND SERVICING AGREEMENT (Series 1996-4) - Page 47 56 more Qualified Substitute Home Loans for, any Home Loan from the Issuer in the event that such Home Loan is in foreclosure or default; provided that any repurchase or substitution pursuant to this paragraph is conducted in the same manner as the repurchase or substitution, respectively, of a Defective Home Loan pursuant to this Section 3.05.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 of the Purchase and Sale Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 3.1 or 3.03 3.2 of the Purchase and Sale Agreement that is made to the best of the SellerTransferor'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 SellerTransferor's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerTransferor, the Master Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.033.3, 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 Purchase and Sale Agreement, the Servicer shall, or Transferor shall cause the Seller or an Originator be required to (a1) promptly cure such breach in all material respects, or (b2) purchase such Mortgage Loan on the next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b2.4(c) (in which case the Mortgage Loan shall become a Deleted Mortgage Loan), or (c3) remove such Mortgage Loan from the Trust Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day Date 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 that such substitution will not constitute a prohibited transaction for the purposes of the REMIC provisions of the Code or cause the 1999-1 REMIC to the Purchase Agreement, the Seller and the related Originator shall be obligated fail to indemnify the Trustee, the Certificateholders and the Certificate Insurer for qualify as a REMIC at any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loanstime any Certificates are outstanding. Pursuant to the Purchase Agreement and Sale Agreement, any such substitution shall be accompanied by payment by the Seller Transferor of the Substitution Adjustment, if any, to the Master Servicer to be deposited in the Collection Certificate Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.3 and 3.03 3.4 of the Purchase this Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with With respect to any representation or warranty contained in Sections 3.01, 3.02 Section 3.3 or 3.03 3.4 of the Purchase this Agreement that is made to the best of the SellerTransferor'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 SellerTransferor's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by any of the SellerCertificateholders, the Transferor, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties as of the Closing Date which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.033.5, 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 Purchase Agreement, the Servicer shall, or Transferor shall cause the Seller or an Originator be required to (a1) promptly cure such breach in all material respects, or (b2) purchase such Mortgage Loan on the next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b2.4(c) (in which case the Loan shall become a Deleted Loan), or (c3) remove such Mortgage Loan from the Trust Fund (in which case it the Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedPROVIDED, 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 SectionDay. 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 Any such substitution shall be accompanied by payment by the Seller Transferor of the Substitution Adjustment, if any, to the Servicer to be deposited in the Collection Certificate Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Exhibit E hereto shall survive the conveyance of the Purchase Agreement shall survive Loans to the Indenture Trustee on behalf of the Issuer, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer 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 3.02 which materially and adversely affects the value or enforceability of the Mortgage Loans any Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage any Loan (notwithstanding that such representation and warranty was made to the Seller's Loan Originator’s best knowledge)) or which constitutes a breach of the representations and warranties set forth in Exhibit E, the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Loan Originator shall within 60 days 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within five Business Days after the earlier of the Loan Originator’s discovery of such breach or (b) purchase the Loan Originator’s receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Loan (an “Unqualified Loan”), or the Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.06 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. In addition, Any substitution of Loans 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 this Section 3.06(a) shall be accompanied by payment by the Seller 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 AccountAccount pursuant to Section 5.01(b)(1) hereof.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 Securityholders 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 be deemed a breach of the applicable representation or warrantycontinuing as long as any Security is outstanding. Upon discovery by the Depositor, the Master Servicer, the Seller, the Servicer, any SubservicerOwner Trustee, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which 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 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 the Mortgage Home Loans or the interest of the Certificateholders or the Certificate InsurerSecurityholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph and a failure within sixty Business Days of this Section 3.03, within 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or extent permitted by subsection (b) purchase below) the affected Home Loan. It is understood and agreed that the obligation of Mego to repurchase or substitute any such Mortgage Home Loan on pursuant to this Section shall constitute the next succeeding Servicer Distribution Date, in sole remedy against it with respect to such breach of the manner foregoing representations or warranties or the existence of the foregoing conditions. With respect to representations and at the price specified in warranties made by Mego pursuant to Section 2.06(b), or (c3.03(b) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later datethat are made to Mego's best knowledge, if it is discovered by any of 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 AgreementDepositor, the Seller and Master Servicer, the related Originator shall be obligated to indemnify Seller, Mego, the Indenture Trustee, the Certificateholders Owner Trustee, or any Securityholder that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the Certificate Insurer for any third party claims arising out value of the related Home Loan, notwithstanding Mego's lack of knowledge, such inaccuracy shall be deemed a breach by of the Seller of representations or warranties regarding the Mortgage Loansapplicable representation and warranty. Pursuant If Mego is required to the Purchase Agreement repurchase any Home Loan on a Monthly Cut-Off Date that is not a Business Day, such substitution repurchase shall be accompanied by payment by made on the Seller of the Substitution Adjustment, if any, last Business Day preceding such Monthly Cut-Off Date. Any Home Loan required to be deposited in the Collection Accountpurchased or repurchased pursuant to this Section 3.05(a) is referred to as a "Defective Home Loan".

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Section 2.01 of the Purchase Sale Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Sale Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 Section 2.01 of the Purchase 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.033.05, 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 Purchase Sale Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.02(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 Sale Agreement, any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and Section 3.03 shall survive the conveyance of the Purchase Agreement shall survive Home Loans from the Seller to the Depositor and from the Depositor to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate InsurerSecurityholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was may have been made to the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant 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 Purchase Agreementlast sentence of Section 2.06(b), the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects. If, however, within 60 days after the Seller's discovery of or receipt of notice of such a breach 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 related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Seller shall on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60 day period either (ci) remove such Mortgage Defective Home Loan from the Trust Fund Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 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, thatas of the Closing Date, such substitution is effected not later than free of damage or not in good repair, regardless of the date which is two years after Seller's knowledge, the Startup Day Seller shall substitute or at such later datepurchase the related Home Loan in accordance with clauses (i) and (ii), if respectively, above. The Seller shall provide the Servicer, the Indenture Trustee and the Certificate Insurer receive an Opinion Issuer with a certification of Counsel 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 effect set forth below in 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 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). In addition, Any substitution of Home Loans 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 this Section 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 5.01(c). As to any Home Loan for which the Seller substitutes a Qualified Substitute Home Loan or Loans, the Seller shall effect such substitution by delivering (i) to the Issuer a certification executed by a Responsible 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 constituting the Home Loan File for such Qualified Substitute Home Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, any Custodian, the Trustee or the Certificate Insurer Co-Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Improvement Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Home Improvement Loan in the case of a representation and warranty relating to a particular Mortgage Home Improvement Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Home Improvement Loan by depositing in the Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Home Improvement Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Home Improvement Loan) and substitute one or more Qualified Substitute Mortgage Home Improvement Loans; provided, that, 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 the Certificate Insurer receive receives an Opinion of Counsel that such substitution would not constitute a Prohibited Transaction or cause either REMIC I or REMIC II to fail to qualify as a REMIC at any time any Certificates are outstanding. As to any Deleted Home Improvement Loan for which the Representative substitutes a Qualified Substitute Home Improvement Loan or Loans, the Servicer shall effect such substitution by delivering to the effect set forth below Custodian a certification in this Section. In additionthe form attached hereto as Exhibit J, pursuant to the Purchase Agreement, the Seller executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Mortgage File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Home Improvement Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 ____ and 3.03 ____ of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 ____ and ____ of the Purchase Agreement that is made to the best of the SellerDepositor'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 SellerDepositor's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerDepositor, the Master Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerOriginator's best knowledge), the party discovering such breach shall give prompt written notice to the others. 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 Purchase Agreement, the Servicer shall, or Depositor shall cause the Seller or an Originator be required to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.04(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 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 Depositor of the Substitution Adjustment, if any, to be deposited in the Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, the Custodian, the Trustee, the Custodian or upon a Responsible Officer of the Owner Trustee or the Certificate Insurer obtaining actual knowledge of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or Noteholders and the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Noteholders, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund Account Property (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, provided such substitution is effected not later than the date which is two years after the Startup Day Closing Date or at such later date, if the Trustee and the Certificate Insurer Owner Trustee receive an Opinion of Counsel that such substitution would not result in a material adverse tax event to the Noteholders or the Certificateholders. As to any Deleted Loan for which the Representative substitutes a Qualified Substitute Loan or Loans, the Servicer shall effect set forth below in this Section. In addition, pursuant such substitution by delivering to the Purchase AgreementTrustee (or, with respect to the Home Improvement Loans, the Seller Custodian) a certification in the form attached hereto as Exhibit G-1 or Exhibit G-2, as applicable, executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Loan File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, Subservicer or the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, provided such substitution is effected not later than the date which is two years after the Startup Day Day, or at such later date, date if the Trustee and the 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. As to any Deleted Mortgage Loan for which the Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to FUNB, who shall deliver to the effect set forth below Trustee a certification in this Section. In additionthe form attached hereto as Exhibit J, pursuant to the Purchase Agreement, the Seller executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Mortgage File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Mortgage Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 of the Purchase and Sale Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 3.1 or 3.03 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.033.3, 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 Purchase and Sale Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (ai) promptly cure such breach in all material respects, or (bii) purchase such Mortgage Loan on the next succeeding Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.4(b) (in which case the Mortgage Loan shall become a Deleted Mortgage Loan), or (ciii) remove such Mortgage Loan from the Trust Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day Date 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 that such substitution will not constitute a prohibited transaction for the purposes of the REMIC provisions of the Code or cause the 1996-1 REMIC to the Purchase Agreement, the Seller and the related Originator shall be obligated fail to indemnify the Trustee, the Certificateholders and the Certificate Insurer for qualify as a REMIC at any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loanstime any Certificates are outstanding. Pursuant to the Purchase Agreement 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 Trustee Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Exhibit E shall survive the conveyance of the Purchase Agreement shall survive Loans to the Facility Administrator on behalf of the Company, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Trustee Custodian, the Company, the Facility Administrator or the Certificate Insurer 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 3.02 which materially and adversely affects the value or enforceability of the Mortgage Loans any Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage any Loan (notwithstanding that such representation and warranty was made to the SellerLoan 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 Exhibit E, the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Loan Originator shall within 60 days 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 5 Business Days after the earlier of the Loan Originator's discovery of such breach or (b) purchase the Loan Originator's receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Loan (an "Unqualified Loan"), or the Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.06 or (ii) purchase such Unqualified Loan at a purchase price equal to the Repurchase Price with respect to such Unqualified Loan by depositing such Repurchase Price in the Collection Account. In addition, Any substitution of Loans 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 this Section 3.06(a) shall be accompanied by payment by the Seller Loan Originator of the Substitution Adjustment, if any, to be deposited in the Collection AccountAccount pursuant to Section 5.01(e).

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive transfer of the Purchase Agreement shall survive Mortgage Loans and delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyhereunder. Upon discovery by the SellerDepositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee Trustee, the NIMS Insurer or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Trustee, the Certificateholders, the NIMS Insurer or the Certificate InsurerInsurer (in the case of representations and warranties made in Section 3.01), or which materially and adversely affects the interests of the Trustee, the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty made in Section 3.02 relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerDepositor's best knowledge), the party discovering such breach shall give prompt written notice to the othersothers (either of the foregoing, a "Material Breach"). Subject to the last paragraph of this Section 3.03, within 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 Purchase AgreementMaterial Breach, the Servicer shall, or Transferor shall cause the Seller or an Originator to (a) promptly cure cure, or cause the Depositor to cure, such breach Material Breach in all material respects, or (b) purchase promptly purchase, or cause the Depositor to purchase, such Mortgage Loan on the next succeeding Servicer Distribution DateLoan, in the manner and at the price specified in Section 2.06(b), by depositing such price into the Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and held in the Principal and Interest Account for future distribution), or (c) remove such Mortgage Loan from promptly substitute, or cause the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute Depositor to substitute, one or more Qualified Substitute Mortgage Loans; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account.; provided that if such breach of a representation or warranty caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 75 days of the earlier of (i) the delivery of the Trustee's interim

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Section 3.04 hereof shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Grantor Trustee, the conveyance of the Grantor Trust Certificate to the Issuer, the pledge of the Grantor Trust Certificate to the Indenture Trustee and the delivery of the Certificates Notes to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyNoteholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties or the representations and warranties set forth in Section 3.02 which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer Grantor Trustee, the Owner Trustee or the Certificateholders Indenture Trustee in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to including any breach of the Purchase Agreementrepresentation 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, the Servicer shall, or shall cause the Seller or an Originator to (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, the Owner Trustee or the Indenture Trustee in, or the value of, the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Transferor shall on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60-day period either (ci) remove such Mortgage Defective Home Loan from the Grantor Trust Fund (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 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, thatthe Indenture Trustee, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Grantor Trustee and the Certificate Insurer receive an Opinion Owner Trustee with a certification of Counsel to a Responsible Officer on the effect set forth below Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in this Sectionlieu of such Defective Home Loan a Qualified Substitute Home Loan. In addition, Any substitution of Home Loans 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 this Section 3.05(a) shall be accompanied by payment by the Seller 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 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, 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 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 paragraph 3 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Asset Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Asset Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others; provided, that any such breach which causes the Mortgage Loan not to be a Qualified Mortgage shall automatically be deemed materially and adversely to affect the interests of the Certificate Insurer and the Certificateholders in such Mortgage Loan. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Asset Seller shall cause the Seller or an Originator be required to (a) promptly cure cause such breach to be cured in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.04(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 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 Asset Seller of the Substitution Adjustment, if any, to be deposited in the Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, Section 3.02 and 3.03 Section 3.04 hereof shall survive the conveyance of the Purchase Agreement shall survive Home Loans from the Transferor to the Depositor and from the Depositor to the Grantor Trustee, the conveyance of the Grantor Trust Certificate to the Issuer, the pledge of the Grantor Trust Certificate to the Indenture Trustee and the delivery of the Certificates Notes to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyNoteholders. Upon discovery by the SellerDepositor, the Servicer, the Transferor, any SubservicerCustodian, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee or the Certificate Insurer any Securityholder of a breach of any of such the representations and warranties set forth in Section 3.02 or Section 3.04 which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer Grantor Trustee, the Owner Trustee or the Certificateholders Indenture Trustee in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to including any breach of the Purchase Agreementrepresentation set forth in Section 3.04(z) hereof as a result of an aggregate of Home Loans which would not otherwise cause a breach of any other representation or warranty, the Servicer shall, or shall cause the Seller or an Originator to (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, the Owner Trustee or the Indenture Trustee in, or the value of, the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Transferor shall on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60-day period either (ci) remove such Mortgage Defective Home Loan from the Grantor Trust Fund (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 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, thatthe Indenture Trustee, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Grantor Trustee and the Certificate Insurer receive an Opinion Owner Trustee with a certification of Counsel to a Responsible Officer on the effect set forth below Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in this Sectionlieu of such Defective Home Loan a Qualified Substitute Home Loan. In addition, Any substitution of Home Loans 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 this Section 3.05(a) shall be accompanied by payment by the Seller 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 5.01(c) hereof. The Grantor Trustee 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 Grantor 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 3.05 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. For purposes of calculating 60 days with respect to a Defective Loan that is an FHA Loan because a document is not included in

Purchase and Substitution. (aan) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 ______ and 3.03 _______ of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 _______ and _______ 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Master Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. 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 Purchase Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Master Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.04(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 SectionSection . In addition, pursuant 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.01 and 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 Master Servicer, any Subservicer, the Trustee, the Certificate Insurer 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, 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Master Servicer, any Subservicer, Subservicer or the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. 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 Purchase Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Master Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.04(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 receives an Opinion of Counsel to the effect set forth below in this Section. In addition, pursuant 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Exhibit E hereto shall survive the conveyance of the Purchase Agreement shall survive Loans to the Indenture Trustee on behalf of the Issuer, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer 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 3.02 which materially and adversely affects the value or enforceability of the Mortgage Loans any Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage any Loan (notwithstanding that such representation and warranty was made to the Seller's Loan Originator’s best knowledge)) or which constitutes a breach of the representations and warranties set forth in Exhibit E, the party discovering such breach shall give prompt written notice to the others. Subject others and to the last paragraph of this Section 3.03, Initial Noteholder. The Loan Originator shall within 60 days 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within five Business Days after the earlier of the Loan Originator’s discovery of such breach or (b) purchase the Loan Originator’s receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Loan (an “Unqualified Loan”), or the Loan Originator shall promptly upon receipt of instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.06 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. In addition, Any substitution of Loans 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 this Section 3.06(a) shall be accompanied by payment by the Seller 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 AccountAccount pursuant to Section 5.01(b) hereof.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.01 or 3.02 or 3.03 of the Purchase Agreement that is made to the best of the SellerOriginator'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 Date, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the SellerOriginator's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerOriginator, the Master Servicer, any Subservicer, the Trustee or Trustee, the Certificate Insurer or any Certificateholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerOriginator's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 60 90 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Originator pursuant to the Purchase Agreement, the Servicer shall, or Agreement shall cause the Seller or an Originator be required to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Determination Date, in the manner and at the price specified in Section 2.06(b2.03(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 Originator of the Substitution Adjustment, if any, to be deposited in the Collection Certificate Account. As to any Deleted Mortgage Loan for which the Originator substitutes a Qualified Substitute Mortgage Loan or Loans, the Originator shall be required pursuant to the Purchase Agreement to effect such substitution by delivering to the Trustee a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer and the documents described in Sections 2.02(a)-(f) for such Qualified Substitute Mortgage Loan or Loans. The Master Servicer shall deposit in the Certificate Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Originator. The Trust Fund will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Originator shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall give written notice to the 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. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. It is understood and agreed that the obligations of the Originator set forth in Sections 2.05 and 3.05 of the Purchase Agreement to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.05 constitute the sole remedies of the Trustee, the Certificate Insurer and the Certificateholders respecting a breach of the representations and warranties of the Originator set forth in Sections 3.01 and 3.02 of the Purchase Agreement. The Trustee shall give prompt written notice to the Certificate Insurer, Moody's and S&P of any repurchase or substitution made pursuant to xxxx Xxction 3.03 or Section 2.03(b). 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 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 Originator 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 the Originator or the Originator'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 or 3.02 of the Purchase Agreement. The Trustee shall reconvey to the Originator the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Sections 3.01 or 3.02 of the Purchase Agreement.

Purchase and Substitution. (a1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Exhibit E hereto shall survive the conveyance of the Purchase Agreement shall survive Loans to the Indenture Trustee on behalf of the Issuer, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of o such representations and warranties or the representations and warranties of the Loan Originator set forth in Section 3.02 which materially and adversely affects the value or enforceability of the Mortgage Loans any Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan any Asset (notwithstanding that such representation and warranty was made to the Seller's 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 Exhibit E, the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Loan Originator shall within 60 days 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 5 Business Days after the earlier of the Loan Originator’s discovery of such breach or (b) purchase the Loan Originator’s receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Loan (an “Unqualified Loan”), or the Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.06 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. In addition, Any substitution of Loans 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 this Section 3.06(a) shall be accompanied by payment by the Seller 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 AccountAccount pursuant to Section 5.01(b)(1) hereof.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01Section 3.04, 3.02 and 3.03 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to ------------ the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate InsurerSecurityholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (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), if within ---------------- -------- 60 days after the earlier of the Transferor's discovery of such breach or (b) purchase the Transferor's receiving notice thereof such Mortgage Loan on breach has not been remedied by the next succeeding Servicer Distribution Date, 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"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 Fund (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.06 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 Transferor shall provide the Servicer, 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 and the Certificate Insurer receive an Opinion Issuer with a certification of Counsel 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 effect set forth below in 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 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). In addition, Any substitution of Home Loans pursuant to the Purchase Agreement, the Seller and the related Originator this Section 3.06(a) 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 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 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 5.01(c). --------------- The Indenture Trustee on behalf of the Securityholders 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 Indenture 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, 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 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 Indenture Trustee and 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 3.06(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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, Section 3.02 and 3.03 Section 3.04 hereof shall survive the conveyance of the Purchase Agreement shall survive Home Loans from the Transferor to the Depositor and from the Depositor to the Grantor Trustee, the conveyance of the Grantor Trust Certificate to the Issuer, the pledge of the Grantor Trust Certificate to the Indenture Trustee and the delivery of the Certificates Notes to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyNoteholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties or the representations and warranties set forth in Section 3.02 and Section 3.04 which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer Grantor Trustee, the Owner Trustee or the Certificateholders Indenture Trustee in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to including any breach of the Purchase Agreementrepresentation 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, the Servicer shall, or shall cause the Seller or an Originator to (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, the Owner Trustee or the Indenture Trustee in, or the value of, the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Transferor shall on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60-day period either (ci) remove such Mortgage Defective Home Loan from the Grantor Trust Fund (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 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, thatthe Indenture Trustee, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Grantor Trustee and the Certificate Insurer receive an Opinion Owner Trustee with a certification of Counsel to a Responsible Officer on the effect set forth below Determination Date next succeeding the end of such 60-day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in this Sectionlieu of such Defective Home Loan a Qualified Substitute Home Loan. In addition, Any substitution of Home Loans 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 this Section 3.05(a) shall be accompanied by payment by the Seller 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 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, 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates Mortgage Loans to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyTransferees. Upon discovery by the SellerTrustee, the Representative, any Transferee, the Servicer, any Subservicer, the Trustee Certificate Insurer or the Certificate Insurer Custodian of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerTransferees, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan Transferees in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or the Transferors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (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 Distribution 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), or (c) remove such Mortgage Loan from by causing the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Transferor to substitute, one or more Qualified Substitute Mortgage Loans; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account. As to any Deleted Mortgage Loan for which a Transferor substitutes a Qualified Substitute Mortgage Loan or Loans, the Representative shall effect such substitution by delivering to the applicable Transferee a certification in the form attached to the Pooling and Servicing Agreement as Exhibit F, and delivering to the applicable Transferee the documents constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates Mortgage Loans to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyTransferees. Upon discovery by the SellerTrustee, the Representative, any Transferee, the Servicer, any Subservicer, the Trustee Certificate Insurer or the Certificate Insurer Custodian of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerTransferees, or which materially and an adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan Transferees in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or the Transferors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (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 Servicer Distribution Determination Date relating to a Payment Date, in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from by substituting, or causing the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Transferor to substitute, one or more Qualified Substitute Mortgage Loans; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller Representative or applicable Transferor of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account.. As to any Deleted Mortgage Loan for which a Transferor substitutes a Qualified Substitute Mortgage Loan or Loans, the Representative shall effect such substitution by delivering to the applicable Transferee a certification in the form attached to the Custodial Agreement as Exhibit B, and delivering to the applicable Transferee the documents constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer is required to deposit in the Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution; provided, however, that any amounts received after the date of substitution in respect of interest accrued on or prior to the date of substitution on such Qualified Substitute Mortgage Loan will constitute the property of the applicable Transferor. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Representative on behalf of the applicable Transferor. The applicable Transferee will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Representative on behalf of the Transferors shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Representative 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. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Exhibit F hereto shall survive the conveyance of the Purchase Agreement shall survive Loans to the Indenture Trustee on behalf of the Issuer, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Custodian, the Issuer, the Indenture Trustee, the Owner Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties or the representations and warranties of the Depositor, Loan Originator or Servicer set forth in Sections 3.01, 3.02 or 3.03, respectively, which materially and adversely affects the value or enforceability of the Mortgage Loans any Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage any Loan (notwithstanding that such representation and warranty was made to the Seller's Depositor’s, Loan Originator’s or Servicer’s best knowledge)) or which, constitutes a breach of the representations and warranties set forth in Exhibit F, the party discovering such breach shall give prompt written notice (but in no event later than two (2) Business Days following such discovery) to the others. Subject to the last paragraph of this Section 3.03The Depositor, Loan Originator or Servicer, as applicable, shall, within 60 days five (5) Business Days of the earlier of its the Depositor’s, Loan Originator’s or Servicer’s discovery or its receipt of the Depositor’s, Loan Originator’s or Servicer’s receiving notice of any breach of a representation or warranty, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects. If within five (5) Business Days after the earlier of the Depositor’s, Loan Originator’s or (b) purchase Servicer’s discovery of such Mortgage breach or the Depositor’s, Loan on Originator’s or Servicer’s receiving notice thereof such breach has not been remedied by the next succeeding Servicer Distribution DateDepositor, Loan Originator or Servicer, as applicable, and such breach materially and adversely affects the interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Loan (an “Unqualified Loan”), or the Loan Originator shall, promptly upon receipt of written instructions from the Majority Noteholders, either (ci) remove such Mortgage Unqualified Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) from the Trust and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans (in place of a Deleted Loan) in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.06 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. In addition, Any substitution of Loans 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 this Section 3.06(a) shall be accompanied by payment by the Seller 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 AccountAccount pursuant to Section 5.01(b) hereof.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.013.03 and 3.04, 3.02 and 3.03 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Transferor, the Trustee Custodian, the Issuer, the Indenture Trustee, the Securities Insurer or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders Securityholders or the Certificate Securities Insurer, or which materially and adversely affects the interests of the Certificate Insurer Securityholders or the Certificateholders Securities Insurer in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects. If, however, within 60 days after the notice to the Transferor respecting such breach the Transferor has not remedied the breach and the breach materially and adversely affects the interests of the Securityholders or the Securities Insurer generally or in the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Seller shall cause the Transferor on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60 day period either (ci) to remove such Mortgage Defective Home Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Home Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.05 or (ii) to 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 addition, pursuant to the Purchase AgreementTransferor shall indemnify the Trust and the Securities Insurer for any losses incurred in excess of the proceeds received from the repurchase or substitution of any such Defective Home Loan. In the event the Seller or the Transferor is notified that any Mortgaged Property for a secured Home Loan is not free of damage or not in good repair, regardless of the Transferor's knowledge, the Seller shall cause the Transferor to (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such Mortgaged Property such that such Mortgaged Property is free of damage and in good repair. The Transferor shall provide the Servicer, the Securities Insurer, the Indenture Trustee and the related Originator Issuer 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 purchase of a Defective Home Loan pursuant to this Section, the "Purchase Price" shall be obligated equal to indemnify the TrusteePrincipal 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 Certificateholders and Due Date in the Certificate Insurer for 56 Due Period most recently ended prior to such Determination Date computed at the applicable Home Loan Interest Rate, plus the amount of any third party claims arising out of a breach unreimbursed Servicing Advances made by the Seller 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 representations or warranties regarding such repurchased Defective Home Loan and being held in the Mortgage Loans. Pursuant Collection Account for future distribution to the Purchase Agreement any 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 Home Loans pursuant to this Section 3.05(a) and Section 2.06(c) shall be accompanied by payment by the Seller 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 to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 5.01(c) on the Determination Date for such Distribution Date. As to any Deleted Home Loan for which the Transferor substitutes a Qualified Substitute Home Loan or Loans, the Transferor shall effect such substitution by delivering to the Issuer (i) a certification executed by a Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and remitted to the Indenture Trustee for deposit into the Note Distribution Account and/or the Certificate Distribution Account, and (ii) the documents constituting the Indenture Trustee's Loan File for such Qualified Substitute Home Loan or Loans. In addition to the preceding repurchase obligations, each of the Seller and the Transferor shall have the option, exercisable in its sole discretion at any time, to repurchase, or to substitute one or more Qualified Substitute Home Loans for, any Home Loan from the Issuer in the event that such Home Loan is in foreclosure, default or imminent default; provided that any repurchase or substitution pursuant to this paragraph is conducted in the same manner as the repurchase or substitution, respectively, of a Defective Home Loan pursuant to this Section 3.05.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive transfer of the Purchase Agreement shall survive Mortgage Loans and delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyhereunder. Upon discovery by the Sellerany Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Trustee, or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan 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 Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (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 the next succeeding Servicer Distribution Determination Date, in the manner and at the price specified in Section 2.06(b), or (c) remove such Mortgage Loan from by causing the Trust Fund (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; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 of the Purchase and Sale Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 3.1 or 3.03 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.033.3, 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 Purchase and Sale Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (ai) promptly cure such breach in all material respects, or (bii) purchase such Mortgage Loan on the next succeeding Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.4(b), or (ciii) remove such Mortgage Loan from the Trust Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 that such substitution will not constitute a prohibited transaction for the purposes of the REMIC provisions of the Code or cause the REMIC 1995-2 to the Purchase Agreement, the Seller and the related Originator shall be obligated fail to indemnify the Trustee, the Certificateholders and the Certificate Insurer for qualify as a REMIC at any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loanstime any certificates are outstanding. Pursuant to the Purchase Agreement 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 Trustee Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.01 or 3.02 or 3.03 of the Purchase Agreement (other than Section 3.02(ar) (concerning environmental matters)) that is made to the best of the Seller's knowledge, if it is discovered by the Servicer, any Subservicersubservicer, 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 be deemed a breach of the applicable representation or warranty. Upon discovery by any of the Seller, the Servicer, any Subservicersubservicer, the Trustee or the Certificate Insurer of a breach of any of such the representations and warranties which materially and adversely affects contained in Sections 3.01 or 3.02 of the Purchase Agreement, as of the Closing Date (or with respect to the Subsequent Mortgage Loans, the applicable Subsequent Transfer Date), with the result that the value of the any Mortgage Loans Loan is reduced or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in or the case interests of a representation the Certificate Insurer were materially and warranty relating to a particular Mortgage Loan adversely affected (notwithstanding that any such representation and warranty was made to the Seller's best knowledgeknowledge and the Seller lacked knowledge of such breach), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b2.6(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day Closing Date or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel that such substitution would not cause the related Trust Fund to fail to qualify as a "grantor trust" at any time any Certificates are outstanding, in the effect set forth below case of Trust 1B, or that such substitution would not be a Prohibited Transaction, in this Section. the case of Trust 1A. In addition, pursuant to the Purchase Agreement, the Seller and the related Originator shall be obligated to indemnify the Trustee, the Trust, the Certificateholders and the Certificate Insurer for any third party claims or damages 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 related Collection Account. Notwithstanding anything else in this Agreement or the Purchase Agreement, the Seller shall not repurchase or substitute a Mortgage Loan and the Trustee shall not release any Mortgage Loan until the Seller shall have deposited in the related Collection Account the Substitution Adjustment or Loan Repurchase Price required to be deposited by the Seller with respect to such Mortgage Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Exhibit E hereto shall survive the conveyance of the Purchase Agreement shall survive Loans to the Indenture Trustee on behalf of the Issuer, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer 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 3.02 which materially and adversely affects the value or enforceability of the Mortgage Loans any Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage any Loan (notwithstanding that such representation and warranty was made to the Seller's Loan Originator’s best knowledge)) or which constitutes a breach of the representations and warranties set forth in Exhibit E, the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Loan Originator shall within 60 days 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 5 Business Days after the earlier of the Loan Originator’s discovery of such breach or (b) purchase the Loan Originator’s receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Loan (an “Unqualified Loan”), or the Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.06 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. In addition, Any substitution of Loans 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 this Section 3.06(a) shall be accompanied by payment by the Seller 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 AccountAccount pursuant to Section 5.01(b)(1) hereof.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, any Custodian, the Trustee, the Co- Trustee or the Certificate Insurer of a breach of any of such representations and warranties (or, in the case of any Subsequent Mortgage Loan, any additional representation or warranty set forth in Section 2.01(d) of the Insurance Agreement) which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the applicable Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, 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 the 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. As to any Deleted Mortgage Loan for which the Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the effect set forth below in this Section. In additionTrustee (or, pursuant with respect to the Purchase AgreementPool III Mortgage Loans, the Seller Co-Trustee) a certification in the form attached hereto as Exhibit J, executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Mortgage File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Mortgage Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, the Custodian, the Trustee, the Co-Trustee or upon a Responsible Officer of the Certificate Insurer Owner Trustee obtaining actual knowledge of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or Noteholders and the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Noteholders, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund Account Property (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, provided such substitution is effected not later than the date which is two years after the Startup Day Closing Date or at such later date, if the Trustee and the Certificate Insurer Owner Trustee receive an Opinion of Counsel that such substitution would not result in a material adverse tax event to the Noteholders or the Certificateholders. As to any Deleted Loan for which the Representative substitutes a Qualified Substitute Loan or Loans, the Servicer shall effect set forth below in this Section. In addition, pursuant such substitution by delivering to the Purchase AgreementTrustee (or, with respect to the Home Improvement Loans, the Seller Custodian) a certification in the form attached hereto as Exhibit G-1 or Exhibit G-2, as applicable, executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Loan File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 of the Purchase Unaffiliated Seller's Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase 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 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 LoanLoan 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Unaffiliated Seller, the Servicer, any Subservicer, Subservicer or the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Trustee or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Trustee or the Certificateholders in the related Mortgage Loan 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 shall promptly (and in any event within five (5) Business Days of the discovery) give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 60 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 Purchase Unaffiliated Seller's Agreement, the Servicer shall, or shall cause the Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution 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)Collection Account, or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 receives an Opinion of Counsel Counsel, by and at the cost of the Servicer, to the effect set forth below in this Section. In addition, pursuant to the Purchase Unaffiliated Seller's Agreement, the Unaffiliated Seller and the related Originator shall be obligated to indemnify the Trustee, Trustee and 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 Purchase 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.

Purchase and Substitution. (a) It is understood and ------------------------- agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.03 and 3.03 3.04 shall survive the conveyance of the Purchase Agreement shall survive Home Loans to the Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Home Loans or the interest of the Certificateholders or the Certificate InsurerSecurityholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was may have been made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, 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, pursuant or of its discovery or its receipt of notice of a material defect in a document contained in an Indenture Trustee's Home Loan File as referred to in the Purchase Agreementlast sentence of Section 2.06(b), the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects. If, however, within 60 days after the Seller's discovery of or receipt of notice of such a breach or defective document, as applicable, such breach or defective document, as applicable, has not been remedied by the Transferor and such breach or defective document, as applicable, materially and adversely affects the interests of the Securityholders generally or in the related Home Loan (b) purchase such Mortgage Loan the "Defective Home Loan"), the Seller shall cause the Transferor on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60 day period either (ci) to remove such Mortgage Defective Home Loan from the Trust Fund Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage Loans; providedHome Loans in the manner and subject to the conditions set forth in this Section 3.05 or (ii) to 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 or the Transferor is notified that any Mortgaged Property was, thatas of the Closing Date, not free of damage or not in good repair, regardless of the Transferor's knowledge, the Seller shall cause the Transferor to (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such substitution Mortgaged Property such that such Mortgaged Property is effected not later than free of damage and in good repair. The Transferor shall provide the date which is two years after Servicer, the Startup Day or at such later date, if the Indenture Trustee and the Certificate Insurer receive an Opinion Issuer with a certification of Counsel 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 effect set forth below in 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 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 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). In addition, Any substitution of Home Loans pursuant to the Purchase Agreement, the Seller this Section 3.05(a) 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 Section 2.06(c) shall be accompanied by payment by the Seller 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 to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 5.01(c). As to any Home Loan for which the Transferor substitutes a Qualified Substitute Home Loan or Loans, the Transferor shall effect such substitution by delivering (i) to the Issuer a certification executed by a Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account, and (ii) to the Custodian on behalf of the Indenture Trustee, the documents constituting the Indenture Trustee's Loan File for such Qualified Substitute Home Loan or Loans.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 SECTION 3.04 hereof shall survive the conveyance of the Purchase Agreement shall survive Loans to the Issuer, the pledge of the Loans to the Indenture Trustee and the delivery of the Certificates Notes to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyNoteholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties or the representations and warranties set forth in SECTION 3.02 which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerLoan Originator's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Loan Originator shall within 60 days of the earlier of its discovery or its receipt of notice 5 Business Days of any breach of a representation or warranty, pursuant to including any breach of the Purchase Agreementrepresentation set forth in SECTION 3.04(aw) hereof as a result of an attribute of the aggregate Loan Pool which would not otherwise cause a breach of any other representation or warranty, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 5 Business Days after the earlier of the Loan Originator's discovery of such breach or (b) purchase the Loan Originator's receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders or in the manner and at related Loan (the price specified in Section 2.06(b"DEFECTIVE LOAN"), or the Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Defective Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this Section. In addition, pursuant SECTION 3.05 or (ii) purchase such Defective Loan at a purchase price equal to the Purchase AgreementPrice with respect to such Defective Loan by depositing such Purchase Price in the Collection Account. The Loan Originator shall provide the Servicer, the Seller and the related Originator shall be obligated to indemnify the Indenture Trustee, the Certificateholders Initial Noteholder and the Certificate Insurer for any third party claims arising out Issuer with a certification of a breach by Responsible Officer on the Seller Determination Date next succeeding the end of representations such 5 Business Days period indicating whether the Loan Originator is purchasing the Defective Loan or warranties regarding the Mortgage Loanssubstituting in lieu of such Defective Loan a Qualified Substitute Loan. Pursuant Any substitution of Loans pursuant to the Purchase Agreement any such substitution this SECTION 3.05(a) shall be accompanied by payment by the Seller Loan Originator of the Substitution Adjustment, if any, to be deposited in the Collection AccountAccount 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 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 Loan Originator pursuant to SECTION 3.04 hereof that are made to the Loan Originator's best knowledge, if it is discovered by any of the Depositor, the Loan Originator, 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 Loan, notwithstanding the Loan Originator's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 of the Purchase Unaffiliated Seller's Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Unaffiliated Seller's Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase Unaffiliated Seller's Agreement that is made to the best of the Unaffiliated 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 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 breach of the applicable representation or warranty. Upon discovery by the Unaffiliated Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. 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 Purchase Unaffiliated Seller's Agreement, the Servicer shall, or shall cause the Unaffiliated Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 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 Purchase 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.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates Mortgage Loans to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyTransferees. Upon discovery by the SellerTrustee, the Representative, any Transferee, the Servicer, any Subservicer, the Trustee Certificate Insurer or the Certificate Insurer Custodian of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerTransferees, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan Transferees in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or the Transferors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (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 Servicer Distribution Determination Date relating to a Payment Date, in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from by substituting, or causing the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Transferor to substitute, one or more Qualified Substitute Mortgage Loans; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller Representative or applicable Transferor of the Substitution Adjustment. As to any Deleted Mortgage Loan for which a Transferor substitutes a Qualified Substitute Mortgage Loan or Loans, if any, the Representative shall effect such substitution by delivering to be deposited the applicable Transferee a certification in the Collection Account.form attached to the Pooling and Servicing Agreement as Exhibit F, and delivering to the applicable Transferee the documents constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer is required to deposit in the Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date NY1-183394.3 22

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, the Back-up Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 shall survive transfer of the Purchase Agreement shall survive Mortgage Loans and delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyhereunder. Upon discovery by the Sellerany Depositor, the Servicer, any Subservicer, any Custodian, a Responsible Officer of the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Trustee, or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Trustee, the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan 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 Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (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 the next succeeding Servicer Distribution Determination Date, in the manner and at the price specified in Section 2.06(b), or (c) remove such Mortgage Loan from by causing the Trust Fund (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; provided, that, 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 the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this SectionClosing Date. 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 Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Principal and Interest Account.. As to any Deleted Mortgage Loan for which a Qualified Substitute Mortgage Loan or Loans is substituted, the Servicer shall effect such substitution by delivering to the Trustee a certification in the form attached hereto as Exhibit J, executed by a Servicing Officer and delivering to the Trustee (or the Custodian on behalf of the Trustee, with a copy of such certification to the Trustee) a copy of such certification, the documents constituting the Mortgage File for such Qualified Substitute Mortgage Loan or Loans and a trust receipt of the Custodian as to the Substitute Mortgage Loan or Loans. The Servicer shall deposit in the Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution; provided, however, that any amounts received after the date of substitution in respect of interest accrued on or prior to the date of substitution on such Qualified Substitute Mortgage Loan will constitute the property of the related Depositor or Originator, as the case may be. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Servicer on behalf of the related Depositor or related Originator, as the case may be. The Trustee will own, for the benefit of the Certificateholders, all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Servicer on behalf of the Depositors or Originator, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Trustee, the Representative 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. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 3.1 and 3.03 3.2 of the Purchase and Sale Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 3.1 or 3.03 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan 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 shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.033.3, 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 Purchase and Sale Agreement, the Servicer shall, or Seller shall cause the Seller or an Originator be required to (ai) promptly cure such breach in all material respects, or (bii) purchase such Mortgage Loan on the next succeeding Servicer Distribution Remittance Date, in the manner and at the price specified in Section 2.06(b2.4(b) (in which case the Mortgage Loan shall become a Deleted Mortgage Loan), or (ciii) remove such Mortgage Loan from the Trust Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day Date 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 that such substitution will not constitute a prohibited transaction for the purposes of the REMIC provisions of the Code or cause the 1997-2 REMIC to the Purchase Agreement, the Seller and the related Originator shall be obligated fail to indemnify the Trustee, the Certificateholders and the Certificate Insurer for qualify as a REMIC at any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loanstime any Certificates are outstanding. Pursuant to the Purchase Agreement 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 Trustee Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, any Custodian, the Trustee, the Co- Trustee or, in the case of any Pool I or Pool II Mortgage Loan, the Certificate Insurer of a breach of any of such representations and warranties (or, in the case of any Subsequent Mortgage Loan, any additional representation or warranty set forth in Section 2.01(d) of the Insurance Agreement) which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Insurer, in the case of any Pool I or Pool II Mortgage Loan, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the applicable Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, 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 Trustee, and, in the case of any Pool I or Pool II Mortgage Loan, the 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. As to any Deleted Mortgage Loan for which the Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the effect set forth below in this Section. In additionTrustee (or, pursuant with respect to the Purchase AgreementPool III Mortgage Loans, the Seller Co-Trustee) a certification in the form attached hereto as Exhibit J, executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Mortgage File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Mortgage Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, any Custodian, the Trustee, the Co-Trustee or the Certificate Insurer of a breach of any of such representations and warranties (or, in the case of any Subsequent Mortgage Loan, any additional representation or warranty set forth in Section 3.01(d) of the Insurance Agreement) which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificate Insurer Insurer, or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 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 Purchase Agreement, the Servicer shall, or Representative shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan by depositing in the applicable Principal and Interest Account, on the next succeeding Servicer Distribution Determination Date, an amount in the manner and at the price specified in Section 2.06(b2.05(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, 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 the 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. As to any Deleted Mortgage Loan for which the Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the effect set forth below in this Section. In additionTrustee (or, pursuant with respect to the Purchase AgreementPool III Mortgage Loans, the Seller Co- Trustee) a certification in the form attached hereto as Exhibit J, executed by a Servicing Officer and the related Originator shall be obligated to indemnify documents constituting the Trustee, the Certificateholders and the Certificate Insurer 's Mortgage File for any third party claims arising out of a breach by the Seller of representations such Qualified Substitute Mortgage Loan 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 Collection Account.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Exhibit E hereto shall survive the conveyance of the Purchase Agreement shall survive Loans to the Indenture Trustee on behalf of the Issuer, and the delivery of the Certificates Securities to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantySecurityholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer 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 3.02 which materially and adversely affects the value or enforceability of the Mortgage Loans any Loan or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage any Loan (notwithstanding that such representation and warranty was made to the Seller's Loan Originator’s best knowledge)) or which constitutes a breach of the representations and warranties set forth in Exhibit E, the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Loan Originator shall within 60 days 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 5 Business Days after the earlier of the Loan Originator’s discovery of such breach or (b) purchase the Loan Originator’s receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders in the manner and at the price specified in Section 2.06(brelated Loan (an “Unqualified Loan”), or the Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Unqualified Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this SectionSection 3.06 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. In addition, Any substitution of Loans 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 this Section 3.06(a) shall be accompanied by payment by the Seller 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 AccountAccount pursuant to Section 5.01(b)(l) hereof.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 Article III shall survive the conveyance of the Purchase Agreement shall survive Mortgage Loans to the Trustee and the delivery of the Certificates to the Certificateholders. Pursuant to Upon discovery by the Purchase AgreementDepositor, 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 Subservicerthe Transferor, the Custodian, the Trustee, the Certificate Insurer 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of (i) a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders Certificate Insurer or the Certificate InsurerCertificateholders, or which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's or the Servicer's best knowledge), or (ii) a breach of the party representation and warranty in Section 3.4(eee), the Person discovering such breach shall give prompt written notice to the othersothers or such Person. Subject to the last paragraph of this Section 3.03, 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, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (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 (i) above, such breach materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in, or (b) purchase such the value of, the related Mortgage Loan (the "Defective Mortgage Loan"), the Transferor or Life shall on or before the Determination Date next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or end of such 60-day period either (ci) remove such Defective Mortgage Loan from the Trust Fund (in which case it shall become a "Deleted Mortgage Loan") and substitute one or more Qualified Substitute Mortgage Loans; Loans in the manner and subject to the conditions set forth in this Section 3.5 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 Startup Day Closing Date 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 Sectiona Nondisqualification Opinion. In addition, pursuant to the Purchase Agreement, the Seller and the related Originator Life shall be obligated to indemnify the Trustee, the Trust, the Certificateholders and the Certificate Insurer for any third party claims or damages 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 Collection Account.out

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 SECTION 3.04 hereof shall survive the conveyance of the Purchase Agreement shall survive Loans to the Issuer, the pledge of the Loans to the Indenture Trustee and the delivery of the Certificates Notes to the Certificateholders. 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 be deemed a breach of the applicable representation or warrantyNoteholders. Upon discovery by the SellerDepositor, the Servicer, any Subservicerthe Loan Originator, the Custodian, the Issuer, the Indenture Trustee or the Certificate Insurer any Securityholder of a breach of any of such representations and warranties or the representations and warranties set forth in SECTION 3.02 which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerLoan Originator's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Loan Originator shall within 60 days of the earlier of its discovery or its receipt of notice 5 Business Days of any breach of a representation or warranty, pursuant to including any breach of the Purchase Agreementrepresentation set forth in SECTION 3.04(AW) hereof as a result of an attribute of the aggregate Loan Pool which would not otherwise cause a breach of any other representation or warranty, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, . If within 5 Business Days after the earlier of the Loan Originator's discovery of such breach or (b) purchase the Loan Originator's receiving notice thereof such Mortgage breach has not been remedied by the Loan on Originator and such breach materially and adversely affects the next succeeding Servicer Distribution Date, interests of the Securityholders or in the manner and at related Loan (the price specified in Section 2.06(b"DEFECTIVE LOAN"), or the Loan Originator shall promptly upon receipt of written instructions from the Majority Noteholders either (ci) remove such Mortgage Defective Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than Loans in the date which is two years after the Startup Day or at such later date, if the Trustee manner and the Certificate Insurer receive an Opinion of Counsel subject to the effect conditions set forth below in this Section. In addition, pursuant SECTION 3.05 or (ii) purchase such Defective Loan at a purchase price equal to the Purchase AgreementPrice with respect to such Defective Loan by depositing such Purchase Price in the Collection Account. The Loan Originator shall provide the Servicer, the Seller and the related Originator shall be obligated to indemnify the Indenture Trustee, the Certificateholders Initial Noteholder and the Certificate Insurer for any third party claims arising out Issuer with a certification of a breach by Responsible Officer on the Seller Determination Date next succeeding the end of representations such 5 Business Days period indicating whether the Loan Originator is purchasing the Defective Loan or warranties regarding the Mortgage Loanssubstituting in lieu of such Defective Loan a Qualified Substitute Loan. Pursuant Any substitution of Loans pursuant to the Purchase Agreement any such substitution this SECTION 3.05(A) shall be accompanied by payment by the Seller Loan Originator of the Substitution Adjustment, if any, to be deposited in the Collection AccountAccount 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 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 Loan Originator pursuant to SECTION 3.04 hereof that are made to the Loan Originator's best knowledge, if it is discovered by any of the Depositor, the Loan Originator, 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 Loan, notwithstanding the Loan Originator's lack of knowledge, such inaccuracy shall be deemed a breach of the applicable representation and warranty.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.01 and 3.02 above with respect to the related Group shall survive the transfer and 3.03 assignment of the Purchase Agreement shall survive Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. 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 be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee Custodian, the Indenture Trustee, the Note Insurer or any Noteholders or the Certificate Insurer Certificateholder of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate InsurerSecurityholders, or which materially and adversely affects the interests of the Certificate Note Insurer or the Certificateholders Securityholders in the related Mortgage Loan 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 shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, The Seller shall either (a) 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 Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (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 the next succeeding Servicer Distribution DateLoan, in the manner and at the price specified in Section 2.06(b), 2.05(b) above or (c2) remove such Mortgage Loan from the Trust Fund Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage 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 Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the Collection related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 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 Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the Indenture Trustee a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in the 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 received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter 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 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 Indenture Trustee a copy of the related 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, and the Seller shall be deemed to 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 Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to 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 Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no 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 Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement.