Common use of REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOANS Clause in Contracts

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOANS. The Seller hereby represents and warrants to the Custodian and the Trustee for the benefit of the Certificateholders that as of the Closing Date or as of such other date specifically provided herein: (i) The representations and warranties made by the Seller pursuant to Section 3.01 of the Mortgage Loan Purchase Agreement are hereby being made to the Trustee by the Seller to the same extent as if fully set forth herein and are true and correct as of the Closing Date. (ii) Any written agreement between the Mortgagor in respect of a Mortgage Loan and the applicable Servicer modifying such Mortgagor's obligation to make payments under the Mortgage Loan (such modified Mortgage Loan, a "Modified Mortgage Loan") involved the application of the Seller's underwriting standards or some assessment of the Mortgagor's ability to repay the Modified Mortgage Loan. With respect to the representations and warranties set forth in this Section 2.04 that are made to the best of the Seller's knowledge or as to which the Seller has no knowledge, if it is discovered by the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Certificateholders or adversely affects the status of any or the REMICs comprising the Trust Fund then, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the Depositor or the Seller of a breach of any of the representations and warranties contained in this Section that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Certificateholders or adversely affects the status of any or the REMICs comprising the Trust Fund, the party discovering the breach shall give prompt written notice to the others and in no event later than two Business Days from the date of such discovery. Within ninety days of its discovery or its receipt of notice of any such missing or materially defective documentation or any such breach of a representation or warranty, the Seller shall promptly deliver such missing document or cure such defect or breach in all material respects, or in the event such defect or breach cannot be cured, the Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Fund and substitute for it one or more Eligible Substitute Mortgage Loans, in either case, in accordance with Section 2.03. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Files to the Custodian and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations of the Seller set forth in Section 2.03(a) to cure, substitute for or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.04.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOANS. The Seller hereby represents and warrants to the Custodian and the Trustee for the benefit of the Certificateholders that and the Certificate Insurer that, as of the Closing Date or as of such other date specifically provided herein: (i) The , the representations and warranties made by the Seller pursuant to Section 3.01 of the Mortgage Loan Purchase Agreement are hereby being made to the Trustee by the Seller to the same extent as if fully set forth herein and are true and correct as of the Closing Date. (ii) Any written agreement between the Mortgagor in respect of a Mortgage Loan and the applicable Servicer modifying such Mortgagor's obligation to make payments under the Mortgage Loan (such modified Mortgage Loan, a "Modified Mortgage Loan") involved the application of the Seller's underwriting standards or some assessment of the Mortgagor's ability to repay the Modified Mortgage Loan. With respect to the representations and warranties set forth in this Section 2.04 that are made to the best of the Seller's knowledge or as to which the Seller has no knowledge, if it is discovered by the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Certificateholders or adversely affects the status of any or the REMICs comprising the Trust Fund then, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the Depositor or the Seller of a breach of any of the representations and warranties contained in this Section that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Certificateholders or adversely affects the status of any or the REMICs comprising the Trust Fund, the party discovering the breach shall give prompt written notice to the others and in no event later than two Business Days from the date of such discovery. Within ninety days of its discovery or its receipt of notice of any such missing or materially defective documentation or any such breach of a representation or warranty, the Seller shall promptly deliver such missing document or cure such defect or breach in all material respects, or in the event such defect or breach cannot be cured, the Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Fund and substitute for it one or more Eligible Substitute Mortgage Loans, in either case, in accordance with Section 2.03. It is understood and agreed that the representations and warranties set forth in this Section 2.04 2.07 shall survive delivery of the respective Mortgage Files to the Custodian and shall inure to the benefit of the Certificateholders Depositor, the Servicer, each Subservicer, the Certificateholders, the Trustee and the Certificate Insurer, notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Seller, the Depositor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any Mortgage Loan or the interests of the Certificateholders and the Certificate Insurer therein (without giving effect to any qualification contained in such representation or warranty relating to the Seller's knowledge), the party discovering such breach shall give prompt written notice to the other parties, and in no event later than two Business Days after the date of such discovery. It is understood and agreed that the obligations of the Seller set forth in Section 2.03(a2.06(b) hereof to cure, cure any breach or to substitute for or repurchase a defective Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders or to Certificateholders, the Servicer, the Trustee on their behalf and the Certificate Insurer respecting a breach of the representations and warranties contained in this Section 2.042.07.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOANS. (a) The Seller hereby represents makes the representations and warrants warranties relating to the Custodian and the Trustee for the benefit of the Certificateholders that Mortgage Loans set forth in Schedule B hereto as of the Closing Date or as of such other date specifically provided herein: (i) The representations and warranties made and, with respect to any Qualified Substitute Mortgage Loan originated by the Seller pursuant to Section 3.01 of the Mortgage Loan Purchase Agreement are hereby being made to the Trustee by the Seller to the same extent as if fully set forth herein and are true and correct Seller, as of the Closing Datedate of substitution of such Qualified Substitute Mortgage Loan. (iib) Any Upon discovery or receipt of written agreement between notice by the Mortgagor Depositor, the Servicer, the Master Servicer, the Securities Administrator or the Trustee that the Seller has breached any representation or warranty in respect of a Mortgage Loan and the applicable Servicer modifying such Mortgagor's obligation to make payments under the Mortgage Loan (such modified Mortgage Loan, a "Modified Mortgage Loan") involved the application of the Seller's underwriting standards or some assessment of the Mortgagor's ability to repay the Modified Mortgage Loan. With respect to the representations and warranties set forth in this Section 2.04 that are made to the best of the Seller's knowledge or as to which the Seller has no knowledge, if it is discovered by the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related such Mortgage Loan or the interest therein of the Certificateholders or adversely affects Certificateholders, the status of any Depositor, the Master Servicer, the Securities Administrator or the REMICs comprising Trustee, as the Trust Fund thencase may be, notwithstanding promptly shall notify the Trustee in writing of such breach, and the Trustee shall enforce the Seller's lack of knowledge with respect ’s obligations hereunder to repurchase or, subject to Section 2.10, substitute the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the Depositor or the Seller of a breach of any of the representations and warranties contained in this Section that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Certificateholders or adversely affects the status of any or the REMICs comprising the Trust Fund, the party discovering the breach shall give prompt written notice to the others and in no event later than two Business Days from the date of such discovery. Within ninety days of its discovery or its receipt of notice of any such missing or materially defective documentation or any such breach of a representation or warranty, the Seller shall promptly deliver such missing document or cure such defect or breach in all material respects, or in the event such defect or breach cannot be cured, the Seller shall repurchase the affected Mortgage Loan or cause the removal of such related Mortgage Loan from the Trust Fund and substitute for it one on or more Eligible Substitute Mortgage Loans, in either case, in accordance with Section 2.03. It is understood and agreed that prior to the representations and warranties set forth in this Section 2.04 shall survive delivery Determination Date following the expiration of the Mortgage Files 90-day period following the earlier of the date on which the breach was discovered or notice of the breach was received by the Trustee; provided, however, that, if such breach cannot reasonably be cured within such 90-day period, subject to Section 2.7(d) below, if the Custodian Seller shall have commenced to cure such breach within such 90-day period, the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the breach within an additional 90-day period. Without limiting the foregoing, the Seller’s breach of a representation or warranty contained in clauses [( )] through [( )], inclusive, of Schedule B, shall be deemed to materially and adversely affect the interest of the Certificateholders, and shall inure to the benefit of the Certificateholders notwithstanding any restrictive require a repurchase or qualified endorsement or assignment. substitution as provided herein. (c) It is understood and agreed that the obligations of the Seller to cure, repurchase or substitute for any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy available to the Trustee on behalf of the Certificateholders and the Certificateholder against such party respecting such omission, defect or breach. If the Seller is not a member of MERS at the time it repurchases a Mortgage Loan and the Mortgage is registered on the MERS® System, the Trustee shall cause the Seller, at the Seller’s own expense and without any right of reimbursement, to cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and to cause such Mortgage to be removed from registration on the MERS® System in accordance with the MERS rules and regulations. (d) Upon discovery by the Depositor or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) and the related REMIC provisions of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Depositor shall, or shall cause the Seller to repurchase or, subject to the limitations set forth in Section 2.03(a) to cure2.10, substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 75 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth above. The Trustee shall re-convey to the repurchasing party 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 pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a repurchased for breach of the representations and warranties contained in this Section 2.04a representation or warranty.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOANS. The Seller Cityscape hereby represents and warrants warrants, with respect to each Mortgage Loan, to the Custodian and Depositor, the Trustee for the benefit of and the Certificateholders that as of the Closing Date and, with respect to each Subsequent Mortgage Loan, as of the related Subsequent Transfer Date or as of such other date specifically provided herein: herein (i) The except that with respect to any Qualified Substitute Mortgage Loan such representations and warranties shall be as of the date of substitution and made by Cityscape or the Seller pursuant to Section 3.01 of Servicer, whichever is making the substitution): (a) The information set forth on the Mortgage Loan Purchase Agreement are hereby being made Schedule relating to the Trustee by the Seller to the same extent as if fully set forth herein and are Mortgage Loans is complete, true and correct as of the Closing applicable Cut-Off Date.; (iib) The Mortgage Note and the Mortgage are not assigned or pledged by Cityscape to a Person other than the Trust, and immediately prior to the transfer of the Mortgage Loans from Cityscape to the Depositor, Cityscape had good and marketable title thereto, and was the sole owner and holder of the Mortgage Loan free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature (collectively, a "Lien"), other than any such Lien released simultaneously with the sale contemplated herein, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign the same pursuant to this Agreement, and immediately upon the transfer and assignment of each Mortgage Loan as herein contemplated, the Trustee shall have good title to, and will be the sole legal owner of, each Mortgage Loan free and clear of any Lien; (c) The Mortgage is a valid and existing lien on the property therein described, and the Mortgaged Property is free and clear of all encumbrances and liens having priority over the lien of the Mortgage, except liens for real estate taxes and special assessments not yet due and payable, in the case of a Mortgaged Property that is a condominium or an individual unit in a planned unit development, liens for common charges permitted by statute, and in the case of a Second Mortgage Loan, the lien securing the related First Lien. Any security agreement, chattel mortgage or equivalent document related to the Mortgage and delivered to the Trustee establishes in Cityscape a valid and subsisting lien on the property described therein, and Cityscape has full right to sell and assign the same to the Trustee; (d) The terms of the Mortgage Note and the Mortgage have not been impaired, altered or modified in any respect which would have any adverse effect on the Certificateholders, except by a written instrument which has been recorded, if necessary to protect the interests of the Certificateholders, and which has been delivered to the Trustee. The substance of any such alteration or modification is reflected on the Mortgage Loan Schedule; (e) No instrument of release or waiver has been executed in connection with the Mortgage Loan, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which has been approved by the primary mortgage guaranty insurer, if any, and which has been delivered to the Trustee; (f) Except with respect to delinquencies described in clause (m) hereof, no Mortgagor is in default in complying with the terms of the Mortgage Note or the Mortgage and there exists no event which, with the passage of time or notice or both, would constitute a default thereunder, and Cityscape has not waived any default, breach, violation or event of acceleration except that Cityscape may have accepted late payments. At origination all taxes, governmental assessments, insurance premiums, or water, sewer and municipal charges and rents under all ground leases which previously became due and owing have been paid, and each Mortgage Note and/or the related Mortgage obligate the related Mortgagor to pay all similar amounts as they become due. Cityscape has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required by the Mortgage, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage proceeds, whichever is more recent, to the day which precedes by one month the Due Date of the first installment of principal and interest; (g) There is no proceeding pending or, to the best of Cityscape's knowledge, threatened for the total or partial condemnation of the Mortgaged Property, nor is such a proceeding currently occurring, and such property is undamaged by waste, fire, water, earthquake or earth movement, windstorm, flood, tornado, or otherwise, so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended; (h) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the Mortgaged Property which are, or may be, liens prior or equal to, or coordinate with, the lien of the Mortgage except those that are stated in the title insurance policy and for which related losses are affirmatively insured against by such policy; (i) All of the improvements that were included for the purpose of determining the Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the Mortgaged Property except those that are stated in the title insurance policy and for which related losses are affirmatively insured against by such policy; (j) (Reserved.) (k) No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including, but not limited to, certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities and the Mortgaged Property is lawfully occupied under applicable law; (l) All parties that have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all licensing requirements of the United States and of the laws of the state wherein the Mortgaged Property is located that are applicable to such parties, and (2)(A) organized under the laws of such state, or (B) qualified to do business in such state or exempt from such qualification in a manner so as not to affect adversely the enforceability of such Mortgage Loan, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (m) As of the Cut-Off Date, no more than 4.60% of the Initial Mortgage Loans in Group I or and no more than 3.65% of the Mortgage Loans in Group II, each measured by Cut-Off Date Loan Balances, were 30 days or more Delinquent, and none of the Mortgage Loans were 60 days or more Delinquent; (n) The Mortgage File contains each of the documents and instruments specified to be included therein duly executed and in due and proper form and each such document or instrument is in a form generally acceptable to prudent institutional mortgage lenders that regularly originate or purchase mortgage loans comparable to the Mortgage Loans for sale to prudent investors in the secondary market that invest in mortgage loans such as the Mortgage Loans; (o) The Mortgage Note and the related Mortgage are genuine, and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). All parties to the Mortgage Note and the Mortgage had legal capacity (and, with respect to any Mortgage Loan secured by a Small Mixed-Use/Multifamily Property, such party had full power and authority and had been duly authorized) to execute the Mortgage Note and the Mortgage, and each Mortgage Note and Mortgage has been duly and properly executed by such parties. The Mortgagor is a natural person (except with respect to Mortgage Loans secured by Small Mixed-Use/Multifamily Properties) who is a party to the Mortgage Note and the Mortgage in an individual capacity, and not in the capacity of a trustee or otherwise; (p) Any written agreement between and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws, applicable to the Mortgagor Mortgage Loan have been complied with, and Cityscape has and shall maintain in respect its possession, available for the Trustee's inspection, and shall deliver to the Trustee upon demand, evidence of compliance with all such requirements; (q) The proceeds of the Mortgage Loan have been fully disbursed, there is no requirement for future advances thereunder and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making, closing or recording the Mortgage Loan were paid; (r) Any future advances made after the date of origination of each Mortgage Loan but prior to the Cut-Off Date have been consolidated with the outstanding principal amount secured by the related Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term reflected on the Mortgage Loan Schedule. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority, except in the case of a Second Mortgage Loan where such lien is expressly insured as having second lien priority subject only to the lien of the related First Lien, by a title insurance policy or an endorsement to the policy insuring the mortgagee's consolidated interest. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan. Cityscape shall not be obligated to make future advances after the Cut-Off Date; (s) Each Mortgage Loan is covered by an ALTA mortgage title insurance policy or such other form of policy acceptable to FNMA or FHLMC, issued by and constituting the valid and binding obligation of a title insurer generally acceptable to prudent mortgage lenders that regularly originate or purchase mortgage loans comparable to the Mortgage Loans for sale to prudent investors in the secondary market that invest in mortgage loans such as the Mortgage Loans and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring Cityscape, its successors and assigns, as to the first priority lien of the Mortgage in the case of a First Mortgage Loan and the applicable Servicer modifying such Mortgagor's obligation to make payments under second priority lien of the Mortgage Loan (such modified in the case of a Second Mortgage Loan, a "Modified Mortgage Loan") involved in the application original principal amount of the Seller's underwriting standards or some assessment of the Mortgagor's ability to repay the Modified Mortgage Loan. With respect Cityscape is the sole payee of such mortgage title insurance policy, the assignment to the representations and warranties set forth Trustee of Cityscape's interest in this Section 2.04 that are made such mortgage title insurance policy does not require the consent of or notification to the best of the Seller's knowledge or as to which the Seller has no knowledge, if it is discovered by the Depositor, the Seller insurer or the Trustee that the substance of such representation and warranty is inaccurate same has been obtained, and such inaccuracy materially mortgage title insurance policy is in full force and adversely affects the value of the related Mortgage Loan or the interest therein of the Certificateholders or adversely affects the status of any or the REMICs comprising the Trust Fund then, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation effect and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall will be deemed a breach of the applicable representation or warranty. Upon discovery by the Depositor or the Seller of a breach of any of the representations in full force and warranties contained in this Section that materially effect and adversely affects the value of any Mortgage Loan or the interest therein of the Certificateholders or adversely affects the status of any or the REMICs comprising the Trust Fund, the party discovering the breach shall give prompt written notice to the others and in no event later than two Business Days from the date of such discovery. Within ninety days of its discovery or its receipt of notice of any such missing or materially defective documentation or any such breach of a representation or warranty, the Seller shall promptly deliver such missing document or cure such defect or breach in all material respects, or in the event such defect or breach cannot be cured, the Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Fund and substitute for it one or more Eligible Substitute Mortgage Loans, in either case, in accordance with Section 2.03. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Files to the Custodian and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that Trustee upon the obligations consummation of the Seller set forth transactions contemplated by this Agreement. No claims have been made under such mortgage title insurance policy and no prior holder of the related Mortgage, including Cityscape, has done, by act or omission, anything that would impair the coverage of such mortgage title insurance policy; (t) All improvements upon the Mortgaged Property are insured by an insurer who meets FNMA and/or FHLMC guidelines against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located pursuant to insurance policies conforming to the requirements of Section 3.13 hereof. If the Mortgaged Property was, at the time of origination of the related Mortgage Loan, in an area identified on a Flood Hazard Boundary Map or Flood Hazard Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (and if the flood insurance policy referenced herein has been made available), a flood insurance policy is in effect with respect to such Mortgaged Property with a generally acceptable carrier in an amount representing coverage described in Section 2.03(a) to cure, substitute for or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.043.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOANS. (a) The Seller hereby represents makes those representations and warrants warranties as to the Custodian and the Trustee for the benefit of the Certificateholders that Mortgage Loans set forth in Schedule B hereto as of the Closing Date or as of such other date specifically provided herein: (i) The representations and warranties made by the Seller pursuant and, with respect to Section 3.01 of the any Qualified Substitute Mortgage Loan Purchase Agreement are hereby being made to the Trustee by the Seller to the same extent as if fully set forth herein and are true and correct Loan, as of the Closing Datedate of substitution of such Qualified Substitute Mortgage Loan. (iib) Any Upon discovery or receipt of written agreement between notice by the Mortgagor Depositor, the Servicer, the Master Servicer, the Securities Administrator, the Indenture Trustee or the Owner Trustee that the Seller has breached any representation or warranty in respect of a Mortgage Loan and the applicable Servicer modifying such Mortgagor's obligation to make payments under the Mortgage Loan (such modified Mortgage Loan, a "Modified Mortgage Loan") involved the application of the Seller's underwriting standards or some assessment of the Mortgagor's ability to repay the Modified Mortgage Loan. With respect to the representations and warranties set forth in this Section 2.04 that are made to the best of the Seller's knowledge or as to which the Seller has no knowledge, if it is discovered by the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related such Mortgage Loan or the interest therein of the Certificateholders or adversely affects the status of any Noteholders or the REMICs comprising Certificateholder, the Trust Fund thenDepositor, notwithstanding the Master Servicer, the Securities Administrator, the Indenture Trustee, or the Owner Trustee, as the case may be, promptly shall notify the Indenture Trustee in writing of such breach, and the Indenture Trustee shall enforce the Seller's lack of knowledge with respect to the substance of such representation obligations under this Agreement and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the Depositor or cause the Seller of a breach of any of to repurchase or substitute the representations and warranties contained in this Section that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Certificateholders or adversely affects the status of any or the REMICs comprising the Trust Fund, the party discovering the breach shall give prompt written notice to the others and in no event later than two Business Days from the date of such discovery. Within ninety days of its discovery or its receipt of notice of any such missing or materially defective documentation or any such breach of a representation or warranty, the Seller shall promptly deliver such missing document or cure such defect or breach in all material respects, or in the event such defect or breach cannot be cured, the Seller shall repurchase the affected Mortgage Loan or cause the removal of such related Mortgage Loan from the Trust Fund and substitute for it one on or more Eligible Substitute Mortgage Loans, in either case, in accordance with Section 2.03. It is understood and agreed that prior to the representations and warranties set forth in this Section 2.04 shall survive delivery Determination Date following the expiration of the Mortgage Files 90-day period following the earlier of the date on which the breach was discovered or notice of the breach was received by the Indenture Trustee; provided, however, that, if such breach cannot reasonably be cured within such 90-day period, if the Seller shall have commenced to cure such breach within such 90-day period, the Custodian Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the breach within an additional 90-day period. Without limiting the foregoing, the Seller's breach of a representation or warranty contained in clauses [(__)] through [(__)], inclusive, of Schedule B, shall be deemed to materially and adversely affect the interest of the Noteholders, and shall inure to the benefit of the Certificateholders notwithstanding any restrictive require a repurchase or qualified endorsement or assignment. substitution as provided herein. (c) It is understood and agreed that the obligations of the Seller set forth in Section 2.03(a) to cure, repurchase or substitute for any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or repurchase as to which such a breach has occurred and is continuing shall constitute the sole remedy available to the Indenture Trustee on behalf of the Noteholders and the Certificateholder against such party respecting such omission, defect or breach. If the Seller is not a member of MERS at the time it repurchases a Mortgage Loan pursuant and the Mortgage is registered on the MERS(R) System, the Indenture Trustee shall cause the Seller, at the Seller's own expense and without any right of reimbursement, to cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and to cause such Mortgage Loan Purchase Agreement constitute to be removed from registration on the sole remedies available to MERS(R) System in accordance with the Certificateholders or to the Trustee on their behalf respecting a breach of the representations MERS rules and warranties contained in this Section 2.04regulations.