Common use of Remedies for Breach of Certain Representations and Warranties Clause in Contracts

Remedies for Breach of Certain Representations and Warranties. (a) It is understood and agreed that the representations and warranties set forth herein shall survive the sale of the Mortgage Loans to the Purchaser, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the Pooling and Servicing Agreement, and shall inure to the benefit of the Purchaser, and the Trustee as the transferee of the Purchaser, notwithstanding (1) any restrictive or qualified endorsement on any Mortgage Note, assignment of Mortgage, Assignment of Leases, Rents and Profits or reassignments thereof (2) any termination of this Agreement or (3) the examination by any Person of, or failure by any Person to examine, any Mortgage File. It is further understood and agreed that the representations and warranties set forth in Section 3.2(b) relate only to the Mortgage Loans conveyed hereunder and do not cover any mortgage loans sold to the Purchaser by any other Person. (b) Upon the receipt of notice or discovery by the Mortgage Loan Seller, the Purchaser or the Trustee that (i) a Document Defect (as defined in the Pooling and Servicing Agreement) exists, or (ii) a Breach (as defined in the Pooling and Servicing Agreement) has occurred with respect to any Mortgage Loan which, in the case of either clause (i) or (ii), materially and adversely affects the value of such Mortgage Loan or the interests of the Certificateholders therein, the party discovering the existence of such Document Defect or Breach with respect to such Mortgage Loan (a "Defective Mortgage Loan") shall give prompt written notice thereof to each of the parties to the Pooling and Servicing Agreement and the Mortgage Loan Seller. Within 90 days of the earlier of its discovery or its receipt of notice of any such Defective Mortgage Loan (or in the case of a Document Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions, no later than 90 days following the date on which any party to the Pooling and Servicing Agreement discovers such Document Defect or Breach), the Mortgage Loan Seller shall cure such Document Defect or Breach in all material respects, which shall include payment of losses and any expenses associated therewith, or, if such Document Defect or Breach cannot be cured within such 90-day period, either (i) repurchase the affected Mortgage Loan at the applicable Repurchase Price not later than the end of such 90-day period, or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan and pay to the Trustee, for deposit into the Certificate Account, any Substitution Shortfall Amount in connection therewith no later than the end of such 90-day period. Notwithstanding the above, if such Document Defect or Breach is capable of being cured but not within such 90-day period, such Document Defect or Breach does not relate to the Mortgage Loan not being treated as a "qualified mortgage" within the meaning of the REMIC Provisions, and the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, such Mortgage Loan Seller shall have an additional 90-days to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan); provided, however, that with respect to such additional 90 day period, the Mortgage Loan Seller shall have delivered to the Trustee, the Master Servicer and each Rating Agency, an officer's certificate with all relevant correspondence and communication in the possession of the Mortgage Loan Seller as of the date thereof relating to such Document Defect or Breach, that describes the reasons that a cure was not effected within the first 90-day cure period, what actions the Mortgage Loan Seller is pursuing in connection with the cure thereof, the actions it proposes to take to effect such cure, and which states that it anticipates such Document Defect or Breach will be cured within the additional 90-day period. If the affected Mortgage Loan is to be repurchased, the payment of the Repurchase Price with respect to any Mortgage Loans repurchased by the Mortgage Loan Seller shall be paid in accordance with the directions of the Master Servicer as agent for the Trustee. If the affected Mortgage Loan is to be substituted, (I) the Mortgage Loan Seller shall, on the date of substitution, remit the Substitution Shortfall Amount by wire transfer of immediately available funds in accordance with the directions of the Master Servicer as agent for the Trustee; (II) no such substitution may be made in any calendar month after the Determination Date for such month; (III) the Mortgage Loan Seller shall, on the date of substitution, certify in writing to the Trustee and the Master Servicer that the Qualified Substitute Mortgage Loan(s) meets all of the requirements of the definition of "Qualified Substitute Mortgage Loan" in the Pooling and Servicing Agreement and that the representations and warranties set forth in Section 3.2 hereof are true and correct with respect to the Mortgage Loan Seller and such Qualified Substitute Mortgage Loan(s) (which includes a mortgage loan schedule describing such Qualified Substitute Mortgage Loan(s) substantially in the form of Exhibit A)) and shall agree with the Trustee in writing to be subject to the terms and provisions of this Agreement with respect to such Qualified Substitute Mortgage Loan(s) as of the date of substitution; (IV) scheduled payments of principal and interest due with respect to any such Qualified Substitute Mortgage Loan after the related date of substitution shall be part of the Trust Fund; and (V) scheduled payments of principal and interest due with respect to any such Qualified Substitute Mortgage Loan on or prior to the related date of substitution shall not be part of the Trust Fund, and the Mortgage Loan Seller shall be entitled to receive such payments promptly following receipt thereof by the Master Servicer as the agent of the Trustee. It is understood and agreed that the obligations of the Mortgage Loan Seller set forth in this Section 3.3(b) to cure or repurchase or substitute for a Defective Mortgage Loan constitute the sole remedies available to the Purchaser and its successors and assigns respecting a Defective Mortgage Loan. Upon any such repurchase or substitution of a Mortgage Loan by the Mortgage Loan Seller, the Purchaser shall execute and deliver (or shall cause the Trustee to execute and deliver) such instruments of transfer or assignment presented to it by the Mortgage Loan Seller, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Seller the legal and beneficial ownership of such Mortgage Loan (including any property acquired in respect thereof or proceeds of any insurance policy with respect thereto) and the related rights under each agreement assigned pursuant to Section 3.7 hereof, and shall deliver the related Mortgage File to the Mortgage Loan Seller or its designee after receipt of the related Repurchase Price. (c) Except as expressly set forth in Section 3.3(b) with respect to a Defective Mortgage Loan, no provision of this Agreement shall be interpreted as limiting (or otherwise be deemed to limit) the Purchaser's right to pursue any remedies it may have under this Agreement, in equity or at law, in connection with any breach by the Mortgage Loan Seller of any term hereof. (d) The Mortgage Loan Seller hereby acknowledges the assignment by the Purchaser to the Trustee, as trustee under the Pooling and Servicing Agreement, for the benefit of the Certificateholders, of the representations and warranties contained herein and of the obligation of the Mortgage Loan Seller to cure or repurchase Defective Mortgage Loans pursuant to this Section. The Trustee or its designee may enforce such obligation as provided in Section 5.3 hereof. (e) The Mortgage Loan Seller hereby acknowledges and agrees that, pursuant to Section 2.03(b) of the Pooling and Servicing Agreement, the Master Servicer and the Special Servicer (in the case of Specially Serviced Mortgage Loans) have the right, for the benefit of the Certificateholders, to enforce the obligations of the Mortgage Loan Seller under this Section 3.

Remedies for Breach of Certain Representations and Warranties. (a) It is understood and agreed that the representations and warranties set forth herein shall survive the sale of the Mortgage Loans to the Purchaser, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the Pooling and Servicing Agreement, and shall inure to the benefit of the Purchaser, and the Trustee as the transferee of the Purchaser, notwithstanding (1) any restrictive or qualified endorsement on any Mortgage Note, assignment of Mortgage, Assignment of Leases, Rents and Profits or reassignments thereof (2) any termination of this Agreement or (3) the examination by any Person of, or failure by any Person to examine, any Mortgage File. It is further understood and agreed that the representations and warranties set forth in Section 3.2(b) relate only to the Mortgage Loans conveyed hereunder and do not cover any mortgage loans sold to the Purchaser by any other Person. (b) Upon the receipt of notice or discovery by the Mortgage Loan Seller, the Purchaser or the Trustee that (i) a document required to be delivered, recorded or filed pursuant to Section 2.4 of this Agreement in connection with any Mortgage Loan has not been executed or received, has not been recorded or filed (if required), appears not to be what it purports to be or has been torn, mutilated or otherwise defaced prior to the delivery thereof (such Mortgage Loan, a "Defective Document Defect (as defined in the Pooling and Servicing AgreementMortgage Loan") exists, or (ii) a Breach breach of any of the foregoing representations and warranties (as defined other than the representations and warranties set forth in the Pooling Sections 3.1(a) and Servicing Agreement3.2(a)) has occurred with respect to any Mortgage Loan (a "Breach") which, in the case of either clause (i) or (ii), materially and adversely affects the value of such any Mortgage Loan or the interests of the Certificateholders therein, the party discovering (x) that a Mortgage Loan is a Defective Document Mortgage Loan or (y) the existence of such Document Defect or a Breach with respect to (any such Mortgage Loan as described in the preceding clause (x) or so affected by a Breach as described in clause (y), a "Defective Mortgage Loan") shall give prompt written notice thereof to each of the parties to the Pooling and Servicing Agreement and the Mortgage Loan Sellerother parties. Within 90 days of the earlier of its discovery or its receipt of notice of any such Defective Mortgage Loan (or in the case of a Document Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions, no later than 90 days following the date on which any party to the Pooling and Servicing Agreement discovers such Document Defect or Breach)Loan, the Mortgage Loan Seller shall at its option either (i) promptly cure such Document Defect defect or Breach in all material respects, which shall include payment of losses and any expenses associated therewith, or, if such Document Defect or Breach cannot be cured within such 90-day period, either (i) repurchase the affected Mortgage Loan at the applicable Repurchase Price not later than the end of such 90-day period, or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan and pay to the Trustee, for deposit into the Certificate Account, any Substitution Shortfall Amount in connection therewith no later than the end of such 90-day period. Notwithstanding the above, if such Document Defect or Breach is capable of being cured but not within such 90-day period, such Document Defect or Breach does not relate to the Mortgage Loan not being treated as a "qualified mortgage" within the meaning of the REMIC Provisions, and the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, such Mortgage Loan Seller shall have an additional 90-days to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan); provided, however, that with respect to such additional 90 day period, the Mortgage Loan Seller shall will have an additional 90-day period to cure such defect or Breach if it is diligently proceeding with such cure, and has delivered to the Trustee, the Master Servicer and each Rating Agency, Agency an officer's certificate with all relevant correspondence and communication in the possession of the Mortgage Loan Seller as of the date thereof relating to such Document Defect or Breach, Breach that describes the reasons that a cure was not effected within the first 90-day cure period, what actions the Mortgage Loan Seller is pursuing in connection with the cure thereof, period and the actions it proposes to take to effect such cure, cure and which states that it anticipates such Document Defect or Breach cure will be cured effected within the additional 90-day period. If the affected period or (ii) repurchase each Defective Mortgage Loan is to be repurchased, at the Repurchase Price for such Mortgage Loan. The payment of the Repurchase Price with respect to any Mortgage Loans repurchased by the Mortgage Loan Seller shall be paid in accordance with the directions of the Master Servicer as agent for the Trustee. If the affected owners of such Mortgage Loan is to be substituted, (I) the Mortgage Loan Seller shall, on the date of substitution, remit the Substitution Shortfall Amount by wire transfer of immediately available funds in accordance with the directions of the Master Servicer as agent for the Trustee; (II) no such substitution may be made in any calendar month after the Determination Date for such month; (III) the Mortgage Loan Seller shall, on the date of substitution, certify in writing to the Trustee and the Master Servicer that the Qualified Substitute Mortgage Loan(s) meets all of the requirements of the definition of "Qualified Substitute Mortgage Loan" in the Pooling and Servicing Agreement and that the representations and warranties set forth in Section 3.2 hereof are true and correct with respect to the Mortgage Loan Seller and such Qualified Substitute Mortgage Loan(s) (which includes a mortgage loan schedule describing such Qualified Substitute Mortgage Loan(s) substantially in the form of Exhibit A)) and shall agree with the Trustee in writing to be subject to the terms and provisions of this Agreement with respect to such Qualified Substitute Mortgage Loan(s) as of the date of substitution; (IV) scheduled payments of principal and interest due with respect to any such Qualified Substitute Mortgage Loan after the related date of substitution shall be part of the Trust Fund; and (V) scheduled payments of principal and interest due with respect to any such Qualified Substitute Mortgage Loan on or prior to the related date of substitution shall not be part of the Trust Fund, and the Mortgage Loan Seller shall be entitled to receive such payments promptly following receipt thereof by the Master Servicer as the agent of the TrusteeLoans. It is understood and agreed that the obligations of the Mortgage Loan Seller set forth in this Section 3.3(b) to cure or repurchase or substitute for a Defective Mortgage Loan constitute the sole remedies available to the Purchaser and its successors and assigns respecting a Defective Mortgage Loan. Upon any such repurchase or substitution of a Mortgage Loan by the Mortgage Loan Seller, the Purchaser shall execute and deliver (or shall cause the Trustee to execute and deliver) such instruments of transfer or assignment presented to it by the Mortgage Loan Seller, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Seller the legal and beneficial ownership of such Mortgage Loan (including any property acquired in respect thereof or proceeds of any insurance policy with respect thereto) and the related rights under each agreement which were assigned pursuant to Section 3.7 hereof, and shall deliver the related Mortgage File to the Mortgage Loan Seller or its designee after receipt of the related Repurchase Price. (c) Except as expressly set forth in Section 3.3(b) with respect to a Defective Mortgage Loan), no provision of this Agreement shall be interpreted as limiting (or otherwise be deemed to limit) the Purchaser's right to pursue any remedies it may have under this Agreement, in equity or at law, in connection with any breach by the Mortgage Loan Seller of any term hereof. (d) The Mortgage Loan Seller hereby acknowledges the assignment by the Purchaser to the Trustee, as trustee under the Pooling and Servicing Agreement, for the benefit of the Certificateholders, of the representations and warranties contained herein and of the obligation of the Mortgage Loan Seller to cure or repurchase Defective Mortgage Loans pursuant to this Section. The Trustee or its designee may enforce such obligation as provided in Section 5.3 hereof. (e) The Mortgage Loan Seller hereby acknowledges and agrees that, pursuant to Section 2.03(b2.03(e) of the Pooling and Servicing Agreement, the Master Servicer and the Special Servicer (in the case of Specially Serviced Mortgage Loans) have the right, for the benefit of the Certificateholders, to enforce the obligations of the Mortgage Loan Seller under this Section 3.

Remedies for Breach of Certain Representations and Warranties. (a) It is understood and agreed that the representations and warranties set forth herein shall survive the sale of the Mortgage Loans to the Purchaser, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the Pooling and Servicing Agreement, and shall inure to the benefit of the Purchaser, and the Trustee as the transferee of the Purchaser, notwithstanding (1) any restrictive or qualified endorsement on any Mortgage Note, assignment Assignment of Mortgage, Mortgage or Reassignment of Assignment of Leases, Rents and Profits or reassignments thereof (2) any termination of this Agreement or (3) the examination by any Person of, or failure by any Person to examine, any Mortgage File. It is further understood and agreed that the representations and warranties set forth in Section 3.2(b) relate only to the Mortgage Loans conveyed hereunder and do not cover any mortgage loans sold to the Purchaser by any other Person. (b) Upon the receipt of notice or discovery by the Mortgage Loan Seller, the Purchaser or the Trustee that (i) a document required to be delivered, recorded or filed pursuant to Section 2.4 of this Agreement in connection with any Mortgage Loan has not been executed or received, has not been recorded or filed (if required), appears not to be what it purports to be or has been torn, mutilated or otherwise defaced (such Mortgage Loan, a "Defective Document Defect (as defined in the Pooling and Servicing AgreementMortgage Loan") exists, or (ii) a Breach breach of any of the foregoing representations and warranties (as defined other than the representations and warranties set forth in Sections 3.1(a)) or a default in the Pooling and Servicing Agreement) performance of any of the covenants or other obligations of the Mortgage Loan Seller under this Agreement has occurred with respect to any Mortgage Loan (a "Breach") which, in the case of either clause (i) or (ii), materially and adversely affects the value of such any Mortgage Loan or the interests of the Certificateholders therein, the party discovering (x) that a Mortgage Loan is a Defective Document Mortgage Loan or (y) the existence of such Document Defect or a Breach with respect to (any such Mortgage Loan as described in the preceding clause (x) or so affected by a Breach as described in clause (y), a "Defective Mortgage Loan") shall give prompt written notice thereof to each of the parties to the Pooling and Servicing Agreement and the Mortgage Loan Sellerother parties. Within 90 days of the earlier of its discovery or its receipt of notice of any such Defective Mortgage Loan (or in the case of a Document Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions, no later than 90 days following the date on which any party to the Pooling and Servicing Agreement discovers such Document Defect or Breach)Loan, the Mortgage Loan Seller shall at its option either (i) promptly cure such Document Defect defect or Breach in all material respects, which shall include payment of losses and any expenses associated therewith, or, if such Document Defect or Breach cannot be cured within such 90-day period, either (i) repurchase the affected Mortgage Loan at the applicable Repurchase Price not later than the end of such 90-day period, respects or (ii) substitute a Qualified Substitute repurchase the Defective Mortgage Loan or Loans at the Repurchase Price for such affected Mortgage Loan and pay to the Trustee, for deposit into the Certificate Account, any Substitution Shortfall Amount in connection therewith no later than the end of such 90-day period. Notwithstanding the above, if such Document Defect or Breach is capable of being cured but not within such 90-day period, such Document Defect or Breach does not relate to the Mortgage Loan not being treated as a "qualified mortgage" within the meaning of the REMIC Provisions, and the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, such Mortgage Loan Seller shall have an additional 90-days to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan); provided, however, that with respect to such additional 90 day period, the Mortgage Loan Seller shall have delivered to the Trustee, the Master Servicer and each Rating Agency, an officer's certificate with all relevant correspondence and communication in the possession of the Mortgage Loan Seller as of the date thereof relating to such Document Defect or Breach, that describes the reasons that a cure was not effected within the first 90-day cure period, what actions the Mortgage Loan Seller is pursuing in connection with the cure thereof, the actions it proposes to take to effect such cure, and which states that it anticipates such Document Defect or Breach will be cured within the additional 90-day periodLoans. If the affected Mortgage Loan is to be repurchased, the The payment of the Repurchase Price with respect to any Mortgage Loans repurchased by the Mortgage Loan Seller shall be paid in accordance with the directions of the Master Servicer as agent for the Trustee. If the affected owners of such Mortgage Loan is to be substituted, (I) the Mortgage Loan Seller shall, on the date of substitution, remit the Substitution Shortfall Amount by wire transfer of immediately available funds in accordance with the directions of the Master Servicer as agent for the Trustee; (II) no such substitution may be made in any calendar month after the Determination Date for such month; (III) the Mortgage Loan Seller shall, on the date of substitution, certify in writing to the Trustee and the Master Servicer that the Qualified Substitute Mortgage Loan(s) meets all of the requirements of the definition of "Qualified Substitute Mortgage Loan" in the Pooling and Servicing Agreement and that the representations and warranties set forth in Section 3.2 hereof are true and correct with respect to the Mortgage Loan Seller and such Qualified Substitute Mortgage Loan(s) (which includes a mortgage loan schedule describing such Qualified Substitute Mortgage Loan(s) substantially in the form of Exhibit A)) and shall agree with the Trustee in writing to be subject to the terms and provisions of this Agreement with respect to such Qualified Substitute Mortgage Loan(s) as of the date of substitution; (IV) scheduled payments of principal and interest due with respect to any such Qualified Substitute Mortgage Loan after the related date of substitution shall be part of the Trust Fund; and (V) scheduled payments of principal and interest due with respect to any such Qualified Substitute Mortgage Loan on or prior to the related date of substitution shall not be part of the Trust Fund, and the Mortgage Loan Seller shall be entitled to receive such payments promptly following receipt thereof by the Master Servicer as the agent of the TrusteeLoans. It is understood and agreed that the obligations of the Mortgage Loan Seller set forth in this Section 3.3(b) to cure or repurchase or substitute for a Defective Mortgage Loan constitute the sole remedies available to the Purchaser and its successors and assigns respecting a Defective breach of the representations and warranties of the Mortgage LoanLoan Seller set forth in Section 3.2(a). Upon any such repurchase or substitution of a Mortgage Loan by the Mortgage Loan Seller, the Purchaser shall execute and deliver (or shall cause the Trustee to execute and deliver) such instruments of transfer or assignment presented to it by the Mortgage Loan Seller, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Seller the legal and beneficial ownership of such Mortgage Loan (including any property acquired in respect thereof or proceeds of any insurance policy with respect thereto) and the related rights under each agreement assigned pursuant to Section 3.7 hereof), and shall deliver the related Mortgage File to the Mortgage Loan Seller or its designee after receipt of the related Repurchase Price. (c) Except as expressly set forth in Section 3.3(b) with respect to a Defective Mortgage Loan), no provision of this Agreement shall be interpreted as limiting (or otherwise be deemed to limit) the Purchaser's right to pursue any remedies it may have under this Agreement, in equity or at law, in connection with any breach by the Mortgage Loan Seller of any term hereof. (d) The Mortgage Loan Seller hereby acknowledges the assignment by the Purchaser to the Trustee, as trustee under the Pooling and Servicing Agreement, for the benefit of the Certificateholders, of the representations and warranties contained herein and of the obligation of the Mortgage Loan Seller to cure or repurchase Defective Mortgage Loans pursuant to this Section. The Trustee or its designee may enforce such obligation as provided in Section 5.3 hereof. (e) The Mortgage Loan Seller hereby acknowledges and agrees that, pursuant to Section 2.03(b) of the Pooling and Servicing Agreement, the Master Servicer and the Special Servicer (in the case of Specially Serviced Mortgage Loans) have the right, for the benefit of the Certificateholders, to enforce the obligations of the Mortgage Loan Seller under this Section 3.

Remedies for Breach of Certain Representations and Warranties. (a) It is understood and agreed that the representations and warranties set forth herein in this Agreement shall survive the sale of the Mortgage Loans to the PurchaserCompany, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the Pooling and Servicing Agreement, and shall inure to the benefit of the Purchaser, Company and shall also inure to the benefit of the Trustee (for the benefit of the Certificateholders) as the transferee of the PurchaserCompany, notwithstanding (1) any restrictive or qualified endorsement on any Mortgage Note, assignment Assignment of Mortgage, Mortgage or reassignment of Assignment of Leases, Rents and Profits or reassignments thereof Profits, (2) any termination of this Agreement or (3) the examination by any Person of, or failure by any Person to examine, any Mortgage File. It is further understood . (b) Upon the discovery by the Seller or the Company that (i) a document required to be delivered pursuant to Section 2.1 of the Pooling and agreed that Servicing Agreement in connection with any Mortgage Loan has not been executed or received, has not been recorded or filed (if required), appears not to be what it purports to be or has been torn, mutilated or otherwise defaced (such Mortgage Loan, a "Defective Document Mortgage Loan") or (ii) a breach of any of the representations and warranties set forth in Section 3.2(b2(b) relate only to the Mortgage Loans conveyed hereunder and do not cover any mortgage loans sold to the Purchaser by any other Person. (b) Upon the receipt of notice or discovery by the Mortgage Loan Seller, the Purchaser or the Trustee that (i) a Document Defect (as defined default in the Pooling and Servicing Agreement) exists, performance of any of the covenants or (ii) a Breach (as defined in other obligations of the Pooling and Servicing Agreement) Seller under this Agreement has occurred with respect to any Mortgage Loan (such breach or default, a "Breach") which, in the case of either clause (i) or clause (ii), materially and adversely affects the value interest of such the owner(s) of the related Mortgage Loan or Loans, who may include Certificateholders, or the interests value of the Certificateholders thereinrelated Mortgage Loan or Loans, the party discovering (x) that a Mortgage Loan is a Defective Document Mortgage Loan or (y) the existence of such Document Defect or a Breach with respect to (any such Mortgage Loan as described in the preceding clause (x) or so affected by a Breach as described in preceding clause (y), a "Defective Mortgage Loan") shall give prompt written notice thereof to each of the parties to other party, the Pooling and Servicing Agreement Trustee, the Custodian (if any), the Master Servicer and the Mortgage Loan SellerSpecial Servicer. Within 90 days of the earlier of its discovery or its receipt of notice of any such Defective Mortgage Loan (or in including such notice given by the case of a Document Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within Company, the meaning of Trustee, the REMIC Provisions, no later than 90 days following the date on which any party to the Pooling and Servicing Agreement discovers such Document Defect or BreachCustodian (if any), the Mortgage Loan Master Servicer or the Special Servicer), the Seller shall (i) promptly cure such Document Defect defect or Breach in all material respectsrespects or (ii) repurchase the Defective Mortgage Loan or Loans at the Repurchase Price for such Mortgage Loan or Loans in accordance with the directions of the Trustee or the owner(s) of such Defective Mortgage Loans, which shall include payment of losses and any expenses associated therewithas applicable; provided, orhowever, if such Document Defect defect or Breach cannot be cured within such 90-day period, either (i) repurchase so long as the affected Mortgage Loan at the applicable Repurchase Price not later than the end of Seller shall be actively and diligently attempting to cure such defect or Breach, such 90-day period, period shall be extended for an additional 90 days; provided further that no such extension shall be applicable unless the Seller delivers to the Company (or its successor in interest) an officers' certificate (i) describing the measures being taken to cure such defect or Breach and (ii) substitute a Qualified Substitute Mortgage Loan for stating that the Seller believes such affected Mortgage Loan and pay to the Trustee, for deposit into the Certificate Account, any Substitution Shortfall Amount in connection therewith no later than the end of such 90-day period. Notwithstanding the above, if such Document Defect or Breach is capable of being cured but not within such 90-day period, such Document Defect or Breach does not relate to the Mortgage Loan not being treated as a "qualified mortgage" within the meaning of the REMIC Provisions, and the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, such Mortgage Loan Seller shall have an additional 90-days to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan); provided, however, that with respect to such additional 90 day period, the Mortgage Loan Seller shall have delivered to the Trustee, the Master Servicer and each Rating Agency, an officer's certificate with all relevant correspondence and communication in the possession of the Mortgage Loan Seller as of the date thereof relating to such Document Defect or Breach, that describes the reasons that a cure was not effected within the first 90-day cure period, what actions the Mortgage Loan Seller is pursuing in connection with the cure thereof, the actions it proposes to take to effect such cure, and which states that it anticipates such Document Defect defect or Breach will be cured within the such additional 90-day period. If the affected any Mortgage Loan is fails to be repurchasedconstitute a Qualified Mortgage by reason of defective or missing documentation as described above or a breach of a representation, warranty, or covenant of the Seller pursuant to this Agreement, the Seller shall correct such condition, defect or breach or repurchase such Mortgage Loan at the Repurchase Price within 90 days of discovery of such failure by any of the Seller, the Company, the Trustee, the Master Servicer or the Special Servicer (and upon such discovery, such person will immediately notify the others of such defect or breach), and no extension of the 90-day period shall apply. The payment of the Repurchase Price with respect to any Mortgage Loans repurchased by the Mortgage Loan Seller shall be paid in accordance with the directions of the Master Servicer Trustee or the owner(s) of such Mortgage Loans, as agent for the Trustee. If the affected Mortgage Loan is to be substituted, (I) the Mortgage Loan Seller shall, on the date of substitution, remit the Substitution Shortfall Amount by wire transfer of immediately available funds in accordance with the directions of the Master Servicer as agent for the Trustee; (II) no such substitution may be made in any calendar month after the Determination Date for such month; (III) the Mortgage Loan Seller shall, on the date of substitution, certify in writing to the Trustee and the Master Servicer that the Qualified Substitute Mortgage Loan(s) meets all of the requirements of the definition of "Qualified Substitute Mortgage Loan" in the Pooling and Servicing Agreement and that the representations and warranties set forth in Section 3.2 hereof are true and correct with respect to the Mortgage Loan Seller and such Qualified Substitute Mortgage Loan(s) (which includes a mortgage loan schedule describing such Qualified Substitute Mortgage Loan(s) substantially in the form of Exhibit A)) and shall agree with the Trustee in writing to be subject to the terms and provisions of this Agreement with respect to such Qualified Substitute Mortgage Loan(s) as of the date of substitution; (IV) scheduled payments of principal and interest due with respect to any such Qualified Substitute Mortgage Loan after the related date of substitution shall be part of the Trust Fund; and (V) scheduled payments of principal and interest due with respect to any such Qualified Substitute Mortgage Loan on or prior to the related date of substitution shall not be part of the Trust Fund, and the Mortgage Loan Seller shall be entitled to receive such payments promptly following receipt thereof by the Master Servicer as the agent of the Trusteeapplicable. It is understood and agreed that the obligations of the Mortgage Loan Seller set forth in this Section 3.3(b3(b) to cure or repurchase or substitute for a Defective Mortgage Loan constitute the sole remedies available to the Purchaser Company and its successors and assigns respecting a Defective Mortgage Loanbreach of the representations and warranties of the Seller set forth in Section 2(b). Upon any such repurchase or substitution of a Mortgage Loan by the Mortgage Loan Seller, the Purchaser Company shall execute and deliver (or shall cause the Trustee or the owner of such Mortgage Loan, as applicable, to execute and deliver) deliver such instruments of transfer or assignment presented to it by the Mortgage Loan Seller, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Seller the legal and beneficial ownership of such Mortgage Loan (including any property acquired in respect thereof or proceeds of any insurance policy with respect thereto) and the related rights under each agreement assigned pursuant to Section 3.7 hereof), and shall deliver or cause such owner to deliver, the related Mortgage File to the Mortgage Loan Seller or its designee after receipt of the related Repurchase Price. (c) Except as expressly set forth in Section 3.3(b) with respect to a Defective Mortgage Loan3(b), no provision of this Agreement shall be interpreted as limiting (or otherwise be deemed to limit) the Purchaser's right of the Company, its successors or assigns to pursue any remedies it may have under this Agreement, in equity or at law, in connection with any breach by the Mortgage Loan Seller of any term hereof. (d) The Mortgage Loan Seller hereby acknowledges the assignment by the Purchaser Company to the Trustee, as trustee under the Pooling and Servicing Agreement, for the benefit of the CertificateholdersCertificate-holders, of the representations and warranties contained herein in this Agreement and of the obligation of the Mortgage Loan Seller to cure or repurchase Defective Mortgage Loans pursuant to this Section. The Trustee or its designee may enforce such obligation to the same extent as provided in Section 5.3 hereof. (e) The Mortgage Loan Seller hereby acknowledges and agrees that, the Company has rights to enforce such obligation pursuant to Section 2.03(b) of the Pooling and Servicing Agreement, the Master Servicer and the Special Servicer (in the case of Specially Serviced Mortgage Loans) have the right, for the benefit of the Certificateholders, to enforce the obligations of the Mortgage Loan Seller under this Section 3Section.