Common use of Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty Clause in Contracts

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of the Mortgage Loans Files or other documents evidencing or relating to the Mortgage Loans or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the related Custodian’s preliminary exception reports, as described in the related Custodial Agreement, as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or within sixty (60) days of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, within ninety (90) days of its discovery or receipt of notice of any such missing or materially defective documentation or within ninety (90) days of any such breach of a representation and warranty, either (i) repurchase the affected Mortgage Loan at the Purchaser’s optionPurchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Substitute Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. Notwithstanding the foregoing, if the representation made by the Seller in Section 6(xxiv) of this Agreement is breached, the Trustee shall, in accordance with the terms of the Pooling and Servicing Agreement, enforce the obligation of the Seller to repurchase such Mortgage Loan at the Purchase Price, or to provide a Substitute Loan (plus any costs and damages incurred by the Trust Fund in connection with any violation by any such Mortgage Loan of any predatory or abusive lending law) within ninety (90) days after the date on which the Seller was notified of such breach. The Seller may, at the request of shall deliver to the Purchaser such amended Closing Schedule and assuming shall deliver such other documents as are required by this Agreement or the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 2.3 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 2.3 of the Pooling and Servicing Agreement. At . (b) If the time of substitution or repurchase representation made by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price in Section 5(x) is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loansbreached, the Seller shall effect such substitution by delivering not have the right or obligation to cure, substitute or repurchase the affected Mortgage Loan but shall remit to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Master Servicer for deposit in the Collection Account Distribution Account, prior to the Monthly Payment next succeeding Distribution Date, the amount of the Prepayment Charge indicated on the applicable part of the Closing Schedule to be due on such Qualified Substitute Mortgage Loan or Loans from the Mortgagor in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions circumstances less any amount collected and remitted to the Purchaser will include Master Servicer for deposit into the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Distribution Account. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan (and (iito make payments pursuant to Section 7(b)) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for Trust. Upon discovery by the benefit of holders Seller, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansSeller (as listed on the Trustee’s initial certification), notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination as part of any Mortgage File. With respect to File or of a breach of any of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, transferee or designee or transferee, then notwithstanding the Seller’s lack of knowledge (it being understood that with respect to the substance of such representation representations and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described warranties set forth in the following paragraphs last sentence of this clause (xxxix) or in clauses (xlvi), (xlvii), (lxi) and (lxiv) of Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of herein, a breach of any such representation or warranty shall in and of the foregoing representations and warranties made by the Seller that itself be deemed to materially and adversely affects the value of the Mortgage Loans or affect the interest therein of the Purchaser (and the Purchaser’s assignee, transferee or which materially and adversely affects the interests of the Purchaser designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller’s receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5 or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the other. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at the Purchaser’s optionwithin ninety (90) days of its discovery or receipt of notice, repurchase such the affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement). The Seller may, at shall amend the request Closing Schedule to reflect the withdrawal of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan from the terms of this Agreement and substitute in its place a Qualified Substitute Mortgage Loan the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be materially impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Originator, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansOriginator (as listed on the Trustee's Preliminary Exception Report), notwithstanding any restrictive or qualified endorsement on as part of, any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, transferee or designee or transferee, then notwithstanding the Seller’s lack of knowledge (it being understood that with respect to the substance representations and warranties set forth in (xli), (xlii), (xliii), (xlvi) and (xlvii) of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of herein, a breach of any such representation or warranty shall in and of the foregoing representations and warranties made by the Seller that itself be deemed to materially and adversely affects the value of the Mortgage Loans or affect the interest therein of the Purchaser (and the Purchaser's assignee, transferee or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loandesignee), the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty (it being understood that with respect to the representations and warranties set forth in (xli), (xlii), (xliii), (xlvi) and (xlvii) of Section 6 herein, a breach of any such representation or warranty made by the Seller that shall in and of itself be deemed to materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or affect the interest therein of the Purchaser and the Purchaser's assignee, transferee or designee), the Seller Originator promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Seller Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty in Section 6(xxxix) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Originator shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary and full principal prepayment. The Seller mayOriginator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanOriginator, the Purchaser and the Seller shall arrange for the reassignment Purchaser, or any assignee, transferee or designee of the repurchased or substituted Purchaser that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five Business Days to the Seller and others. Within ninety (90) days of its discovery or its receipt of notice, the delivery to Originator promptly shall either (i) repurchase the Seller of any documents held by the Trustee relating to the deficient or repurchased affected Mortgage Loan. In the event Loan at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Loans. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator set forth in this Section 6 7 to cure, remit a Prepayment Charge shortfall, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator respecting a missing or defective material document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5 or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. In addition, the Seller hereby acknowledges and agrees that any breach of the representations set forth in Section 5(b) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The , the Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) Section 5 of this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Seller, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansSeller (as listed on the Trustee's Preliminary Exception Report), notwithstanding any restrictive or qualified endorsement on as part of, any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, transferee or designee or transferee, then notwithstanding the Seller’s lack of knowledge (it being understood that with respect to the substance representations and warranties set forth in (xli), (xlii), (xliii), (xliv) and (xlvi) of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of herein, a breach of any such representation or warranty shall in and of the foregoing representations and warranties made by the Seller that itself be deemed to materially and adversely affects the value of the Mortgage Loans or affect the interest therein of the Purchaser (and the Purchaser's assignee, transferee or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loandesignee), the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty (it being understood that with respect to the representations and warranties set forth in (xli), (xlii), (xliii), (xliv) and (xlvi) of Section 6 herein, a breach of any such representation or warranty made by the Seller that shall in and of itself be deemed to materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or affect the interest therein of the Purchaser and the Purchaser's assignee, transferee or designee), the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty in Section 6(xxxix) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Seller shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary Principal Prepayment. The Seller mayshall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanSeller, the Purchaser, or any assignee, transferee or designee of the Purchaser and that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five Business Days to the others. Within ninety (90) days of its discovery or its receipt of notice, the Seller promptly shall arrange for either (i) repurchase the reassignment of the repurchased or substituted affected Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Loans. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, remit a Prepayment Charge shortfall, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective material document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5 or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee’s initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser or the Purchaser’s assignee, transferee or designee (it being understood that with respect to the representations and warranties set forth in the last sentence of (xxxix), (xlvi), the first sentence of (xlvii), (lxi) and (lxiv) of Section 6 herein, a breach of any such representation or which warranty shall in and of itself be deemed to materially and adversely affects affect the interests interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller’s receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5 or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest Certificates. Other than with respect to the representation and warranty contained in all or a portion of the Mortgage LoansSection 6(xxxiv), notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With with respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Initial Certification) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the other. Within 90 days Originator and the Seller; provided, that a breach of the earlier of either discovery by or notice representations and warranties made in Section 6(xl), (xli), (xlix) and (li) shall be deemed to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a any Mortgage Loan or the Mortgage Loans or the interest therein of the PurchaserCertificateholders. Within sixty (60) days of its discovery or its receipt of notice of any such missing documentation that was not transferred by the Seller as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Seller Originator or the Seller, as applicable, promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller, as applicable, cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, to the extent a representation or warranty of substitution the Seller regarding the Mortgage Loans has been breached and the circumstance constituting the breach also constitutes a breach of a like representation or repurchase warranty given by the Seller Originator as of any deficient Mortgage Loanan earlier date, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Purchaser's remedy hereunder shall be amended to reflect solely against the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment Originator and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by not the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator or the Seller, as applicable, set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator or the Seller, as applicable, respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Seller, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansSeller (as listed on the Trustee's Preliminary Exception Report), notwithstanding any restrictive or qualified endorsement on as part of, any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, transferee or designee or transferee, then notwithstanding the Seller’s lack of knowledge (it being understood that with respect to the substance representations and warranties set forth in (xli), (xlii), (xliii), (xliv), (xlix), (l) and (liii) of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of herein, a breach of any such representation or warranty shall in and of the foregoing representations and warranties made by the Seller that itself be deemed to materially and adversely affects the value of the Mortgage Loans or affect the interest therein of the Purchaser (and the Purchaser's assignee, transferee or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loandesignee), the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty (it being understood that with respect to the representations and warranties set forth in (xli), (xlii), (xliii), (xliv), (xlix), (l) and (liii) of Section 6 herein, a breach of any such representation or warranty made by the Seller that shall in and of itself be deemed to materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or affect the interest therein of the Purchaser and the Purchaser's assignee, transferee or designee), the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty in Section 6(xxxix) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Seller shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary Principal Prepayment. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Seller or receipt of notice by the Seller of the breach of the representation of the Seller set forth in Section 6(xxxix) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Seller shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any amount previously collected by the Master Servicer and paid by the Master Servicer, for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge. The Seller mayshall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanSeller, the Purchaser, or any assignee, transferee or designee of the Purchaser and that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five Business Days to the others. Within ninety (90) days of its discovery or its receipt of notice, the Seller promptly shall arrange for either (i) repurchase the reassignment of the repurchased or substituted affected Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Loans. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, remit a Prepayment Charge shortfall, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective material document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5 or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s 's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s 's option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Responsible Party or as to which the Seller Responsible Party has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s Responsible Party's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Responsible Party shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Responsible Party and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(68) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any deficient Mortgage LoanPrepayment Charge, the Purchaser and Responsible Party shall pay the Seller shall arrange amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitutionPrepayment Charge. (b) Notwithstanding the foregoing, the Qualified Substitute Mortgage 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 an alleged breach of the date of substitutiona representation and warranty which breach is covered by a title insurance policy, the covenants, representations and warranties set forth in Section 5. Purchaser shall use reasonable efforts to enforce the provisions of any related title insurance policy prior to seeking a remedy against the Responsible Party or the Seller hereunder. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery obligations of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of Responsible Party or the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Responsible Party or the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the The representations and warranties set forth contained in Section 5 (ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Guarantor the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's initial certification), as part of, any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser (Purchaser, the Guarantor or which materially and adversely affects the interests of the Purchaser Purchaser's assignee, transferee or designee in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price (as defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase PricePrice (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. The Seller mayshall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Responsible Party or as to which the Seller Responsible Party has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s Responsible Party's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Responsible Party shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Responsible Party and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Price or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(63) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Responsible Party shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates by remitting such amount to the Servicer for deposit into the Custodial Account, net of any deficient Mortgage Loanamount previously collected by the Servicer or paid by the Servicer, the Purchaser and the Seller shall arrange for the reassignment benefit of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal Holders of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitutionPrepayment Charge. (b) Notwithstanding the foregoing, the Qualified Substitute Mortgage 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 an alleged breach of the date of substitutiona representation and warranty which breach is covered by a title insurance policy, the covenants, representations and warranties set forth in Section 5. Purchaser shall use reasonable efforts to enforce the provisions of any related title insurance policy prior to seeking a remedy against the Responsible Party or the Seller hereunder. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery obligations of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of Responsible Party or the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Responsible Party or the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trust Administrator on behalf of the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherOriginator. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller Originator promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator shall, at the Purchaser’s optionwithin ninety (90) days of its discovery or receipt of notice, repurchase such the affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement). The Seller may, at Originator shall amend the request Closing Schedule to reflect the withdrawal of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan from the terms of this Agreement and substitute in its place a Qualified Substitute Mortgage Loan the Pooling and Servicing Agreement. The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be materially impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Originator, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansOriginator (as listed on the Trustee's Preliminary Exception Report), notwithstanding any restrictive or qualified endorsement on as part of, any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty the Originator promptly shall deliver such missing document or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Seller Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty in Section 6(xl) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Originator shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary and full principal prepayment. The Seller mayOriginator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanOriginator, the Purchaser and the Seller shall arrange for the reassignment Purchaser, or any assignee, transferee or designee of the repurchased or substituted Purchaser that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five Business Days to the Seller and others. Within ninety (90) days of its discovery or its receipt of notice, the delivery to Originator promptly shall either (i) repurchase the Seller of any documents held by the Trustee relating to the deficient or repurchased affected Mortgage Loan. In the event Loan at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Loans. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator set forth in this Section 6 7 to cure, remit a Prepayment Charge shortfall, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator respecting a missing or defective document or a breach of the representations and warranties contained in Section 55 or Section 6. The Seller shall indemnify It is understood and agreed that the obligations of the Originator set forth in this Section 7 to cure, repurchase or substitute for a Mortgage Loan as to which a material document is missing constitute the sole remedies of the Purchaser and hold it harmless 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, the Originator respecting a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreementmissing document.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for Trust. Upon discovery by the benefit of holders Seller, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansSeller (as listed on the Trustee’s initial certification), notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination as part of any Mortgage File. With respect to File or of a breach of any of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, transferee or designee or transferee, then notwithstanding the Seller’s lack of knowledge (it being understood that with respect to the substance of such representation representations and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described warranties set forth in the following paragraphs last sentence of this clause (xxxix) or in clauses (xlvi), (xlvii), (lxi) and (lxiv) of Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of herein, a breach of any such representation or warranty shall in and of the foregoing representations and warranties made by the Seller that itself be deemed to materially and adversely affects the value of the Mortgage Loans or affect the interest therein of the Purchaser (and the Purchaser’s assignee, transferee or which materially and adversely affects the interests of the Purchaser designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller’s receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5 or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of loan files or other documents evidencing or relating to the sale Subsequent Mortgage Loans or any failure on the part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Subsequent Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Subsequent Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Subsequent Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the other. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at the Purchaser’s optionwithin ninety (90) days of its discovery or receipt of notice, repurchase such the affected Subsequent Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement). The Seller may, at shall amend the request Closing Schedule to reflect the withdrawal of such Subsequent Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and assuming shall deliver such other documents as are required by this Agreement or the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Subsequent Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates asset- backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee’s initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser or the Purchaser’s assignee, transferee or designee (it being understood that with respect to the representations and warranties set forth in the last sentence of (xxxix), (xlvi), the first sentence of (xlvii), (lxi) and (lxiv) of Section 6 herein, a breach of any such representation or which warranty shall in and of itself be deemed to materially and adversely affects affect the interests interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller’s receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5 or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Responsible Party or as to which the Seller Responsible Party has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the SellerResponsible Party’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Responsible Party shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee’s Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Responsible Party and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(68) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any deficient Mortgage LoanPrepayment Charge, the Purchaser and Responsible Party shall pay the Seller shall arrange amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitutionPrepayment Charge. (b) Notwithstanding the foregoing, the Qualified Substitute Mortgage 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 an alleged breach of the date of substitutiona representation and warranty which breach is covered by a title insurance policy, the covenants, representations and warranties set forth in Section 5. Purchaser shall use reasonable efforts to enforce the provisions of any related title insurance policy prior to seeking a remedy against the Responsible Party or the Seller hereunder. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery obligations of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of Responsible Party or the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Responsible Party or the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 Sections 5(c) and 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all Certificates. (b) Upon discovery by the Seller, the Purchaser or a portion any assignee, transferee or designee of the Mortgage LoansPurchaser of any materially defective document in, notwithstanding or that any restrictive material document was not transferred as required hereunder by or qualified endorsement on any Mortgage Note at the direction of the Seller pursuant to Sections 4 or Assignment 7(e), or by or at the examination or lack direction of examination the Responsible Party pursuant to Section 7(e), as part of any Mortgage File. With respect , the party discovering such defective or missing document shall give prompt written notice to the Seller or the Responsible Party, as applicable, and, upon discovery by the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of a breach of any of the representations and warranties contained herein in Sections 5(c) or 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such breach shall give prompt written notice to the other. Responsible Party and the Seller. (c) Within 90 sixty (60) days of the earlier of either discovery by or notice to the Seller and the Responsible Party of any breach of a representation or warranty made by the Seller that under Section 5(c) or 6 which materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser or the Purchaser’s assignee, transferee or designee, the Seller Responsible Party or Seller, as applicable, (the “Applicable Party”) shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller Applicable Party shall, at the option of the Purchaser (or the Purchaser’s optionassignee, transferee or designee), repurchase such Mortgage Loan at the Purchase Repurchase Price within five (5) Business Days following the expiration of the related cure period. In the event that a breach shall involve any representation or warranty set forth in Section 5(c) or 6 and such breach cannot be cured within sixty (60) days of the earlier of either discovery by or notice to the Applicable Party of such breach, such Mortgage Loan shall, at the option of the Purchaser (or the Purchaser’s assignee, transferee or designee), be repurchased by the Applicable Party at the Repurchase Price. The Seller mayApplicable Party shall, at the request of the Purchaser (or the Purchaser’s assignee, transferee or designee) and assuming that the Seller Applicable Party has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient the Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If ; provided that such substitution shall be effected not later than 120 days after notice to the Seller does not provide Applicable Party of such breach; and provided, further, that any substitutions of a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan must be effected prior to the date which is two years after the Closing Date and may not be made unless an opinion of counsel is provided to the effect that such substitution will not cause (a) any federal tax to be imposed on any Trust Fund, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or Loanson “contributions after the startup date” under Section 860G(d)(1) of the Code, it or (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. If the Applicable Party has no Qualified Substitute Mortgage Loan, the Applicable Party shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(c) shall occur on a date designated by the Purchaser (or the Purchaser’s assignee, transferee or designee) and shall be accomplished by wire transfer of immediately available funds on the repurchase date to the Servicer for deposit in accordance with Section 2.03 the Collection Account. Notwithstanding anything to the contrary contained herein, it is understood by the parties hereto that a breach of the Pooling representations and Servicing Agreement. Any repurchase warranties set forth in Xxxxxxx 0(xx), (xx), (xx), (xxx), (xxx), (xxx) or substitution required by this Section shall (yyy) will be made in a manner consistent with Section 2.03 deemed to materially and adversely affect the value of the Pooling and Servicing Agreementrelated Mortgage Loan or the interest of the Purchaser or the Purchaser’s assignee, transferee or designee therein. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan or substitution of any Deleted Mortgage Loan, the Purchaser Applicable Party and the Seller Purchaser (or the Purchaser’s assignee, transferee or designee) shall arrange for the reassignment of the repurchased Mortgage Loan or substituted Deleted Mortgage Loan to the Seller Applicable Party and the delivery to the Seller Applicable Party of any documents held by the Trustee Custodian relating to the deficient or repurchased such Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchaserepurchase or substitution, the related Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan or the Deleted Mortgage Loan from this Agreement. As to Upon any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loanssubstitution hereunder, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller Applicable Party shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 5(c) and 6, as applicable. For any month in which the Applicable Party substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer, pursuant to the Pooling and Servicing Agreement, will determine the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate Repurchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date of substitution, together with one month’s interest on such Scheduled Principal Balance at the applicable Net Mortgage Rate, plus all outstanding P&I Advances and Servicing Advances (including Nonrecoverable P&I Advances and Nonrecoverable Servicing Advances) related thereto. On the date of such substitution, the Applicable Party will deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Substitution Shortfall Amount, if any, and the Purchaser (or the Purchaser’s assignee, transferee or designee), upon receipt of the related Qualified Substitute Mortgage Loan or Loans, upon receipt of a request for release and certification by the Servicer of such deposit, shall release to the Applicable Party the related Mortgage File or Files and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Applicable Party shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. (d) Notwithstanding the foregoing, within 90 days of the earlier of discovery, or receipt of notice, by the Responsible Party or the Seller of the breach of the representation of the Responsible Party or the Seller set forth in Section 6(ggg) (or, in the case of the Seller, Section 5(c) as it relates to Section 6(ggg)) which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Responsible Party or the Seller, as applicable, shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates by remitting such amount to the Servicer for deposit into the Collection Account, net of any amount previously collected by the Servicer or paid by the Servicer, for the benefit of the Holders of the Class P Certificates in respect of such Prepayment Charge. (e) In the event that any Mortgage Loan is substituted pursuant to this Section 7, the Applicable Party shall deliver, with respect to such Qualified Substitute Mortgage Loan, at such party’s expense, such documents as are required by, and subject to the terms of, Section 4 within five (5) days of any such substitution or repurchase. In the event that any such material document is not so delivered, the Applicable Party shall repurchase such Qualified Substitute Mortgage Loan in the manner set forth in Section 7(c). (f) Notwithstanding the foregoing, with respect to an alleged breach of a representation and warranty which breach is covered by a title insurance policy, the Purchaser shall use reasonable efforts to enforce the provisions of any related title insurance policy prior to seeking a remedy against the Responsible Party or the Seller hereunder. (g) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery obligations of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of Responsible Party or the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Responsible Party or the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d5(c) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of and the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificate Insurer. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that a document was not transferred by the Seller (as listed on the Trustee's preliminary exception report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (Certificateholders or which materially and adversely affects the interests of Certificate Insurer, the Purchaser in or the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser of the amount of the Purchase Price (as such term is defined in the Pooling and shall be accomplished by deposit Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section 7(a) shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 (ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser Purchaser's assignee, transferee or designee in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller's receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5 or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trust Administrator on behalf of the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherOriginator. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller Originator promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substi tute one or more Qualified Substitute Mortgage Loans. The Originator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Originator or as to which the Seller Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s Originator's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherOriginator or the Seller, as applicable. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by and warranty, the Seller that materially and adversely affects the value of a Mortgage Loan Originator or the Mortgage Loans Seller, as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Originator or receipt of notice by the Originator of the breach of the representation of the Originator set forth in Section 6(lii) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any deficient Mortgage LoanPrepayment Charge, the Purchaser and Originator shall pay the Seller shall arrange amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitutionPrepayment Charge. (b) Notwithstanding the foregoing, the Qualified Substitute Mortgage 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 an alleged breach of the date of substitutiona representation and warranty which breach is covered by a title insurance policy, the covenants, representations and warranties set forth in Section 5. Purchaser shall use reasonable efforts to enforce the provisions of any related title insurance policy prior to seeking a remedy against the Originator or the Seller hereunder. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery obligations of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of Originator or the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator or the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee’s initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser or the Purchaser’s assignee, transferee or designee (it being understood that with respect to the representations and warranties set forth in the last sentence of (xxxix), (xlvi), the first sentence of (xlvii), (lxi) and (lxiv) of Section 6 herein, a breach of any such representation or which warranty shall in and of itself be deemed to materially and adversely affects affect the interests interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller’s receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) or 7(c) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. 5 or Section 6. (c) (i) With respect to any Mortgage Loan identified on Schedule I (December 1st Lien Loans), if the Mortgagor fails to make the scheduled monthly payment due on such Mortgage Loan on January 1, 2006 on or before January 31, 2006, the Seller shall repurchase such Mortgage Loan by February 28, 2006. (ii) With respect to any Mortgage Loan identified on Schedule II (Second Lien Loans), if the Mortgagor fails to make the scheduled monthly payment due on such Mortgage Loan on January 1, 2006 on or before January 31, 2006, the Seller shall repurchase such Mortgage Loan by February 28, 2006. (iii) With respect to any Mortgage Loan identified on Schedule III (December 1st Lien FEMA Loans), if the Mortgagor fails to make the scheduled monthly payment due on such Mortgage Loan on February 1, 2006 on or before February 28 or the scheduled monthly payment due on such Mortgage Loan on March 1, 2006 on or before March 31, 2006, the Seller shall repurchase such Mortgage Loan by April 30, 2006. (iv) The Seller shall indemnify the Purchaser and hold it harmless against any lossesrepurchase each Mortgage Loan identified on Schedule IV (Delinquent High LTV Loans) by February 28, 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement2006.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all Certificates. Upon discovery by the Seller, the Purchaser or a portion any assignee, transferee or designee of the Mortgage LoansPurchaser of any materially defective document in, notwithstanding or that any restrictive material document was not transferred by or qualified endorsement at the direction of the Seller (as listed on any Mortgage Note or Assignment or the examination or lack of examination Trustee’s Preliminary Exception Report) as part of any Mortgage File. With respect to , or of a breach of any of the representations and warranties contained herein in Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Originator and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Originator or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Originator or receipt of notice by the Originator of the breach of the representation of the Originator set forth in Section 6(51) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any deficient Mortgage LoanPrepayment Charge that is due and payable as result of a Principal Prepayment, the Purchaser and Originator shall pay the Seller shall arrange amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitutionPrepayment Charge. (b) Notwithstanding the foregoing, the Qualified Substitute Mortgage 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 an alleged breach of the date of substitutiona representation and warranty which breach is covered by a title insurance policy, the covenants, representations and warranties set forth in Section 5. Purchaser shall use reasonable efforts to enforce the provisions of any related title insurance policy prior to seeking a remedy against the Originator or the Seller hereunder. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery obligations of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of Originator or the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator or the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 8 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Notwithstanding anything to the contrary contained herein, any breach of a representation or warranty contained in clauses (xxxiii), (xxxvii), (xxxviii), (xl), (xlv) and/or (lii) of Section 8 above, shall be automatically deemed to affect materially and adversely the interests of the Purchaser or the Purchaser’s assignee, transferee or designee. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on an exception report attached to the initial certification prepared by the Custodian, on behalf of the Trustee), or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 8 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 365 days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or within 120 days of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within 365 days of its discovery or receipt of notice of any such missing or materially defective documentation or within 120 days of any such breach of a representation and warranty, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Replacement Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 9(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At . (b) If the time of substitution or repurchase representation made by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price in Section 7(xiii) is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loansbreached, the Seller shall effect such substitution by delivering not have the right or obligation to cure, substitute or repurchase the affected Mortgage Loan but shall remit to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Servicer for deposit in the Collection Account Account, prior to the Monthly Payment due next succeeding Servicer Remittance Date, the amount of the Prepayment Charge indicated on such Qualified Substitute the applicable part of the Mortgage Loan or Loans Schedule to be due from the Mortgagor in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions circumstances less any amount collected and remitted to the Purchaser will include Servicer for deposit into the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Collection Account. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 9 to cure, cure or repurchase and substitute for a defective Mortgage Loan (and (iito make payments pursuant to Section 9(b)) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement8.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that a document was not transferred by the Seller (as listed on the Trustee’s preliminary exception report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Certificateholders (it being understood that with respect to the representations and warranties set forth in (43), (45), (46), (47), (48), (49), (54) and (55) of Section 6 herein, a breach of any such representation or warranty shall in and of itself be deemed to materially adversely affect the interest therein of the Purchaser (and the Purchaser’s assignee, transferee or which materially and adversely affects the interests of designee), the Purchaser in or the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser of the amount of the Purchase Price (as such term is defined in the Pooling and shall be accomplished by deposit Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section 7(a) shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At With respect to a breach of the time of substitution or repurchase by representation and warranty set forth in Section 6 (51) that materially and adversely affects the Seller value of any deficient Mortgage Loan, Prepayment Charge or the Purchaser and the Seller shall arrange for the reassignment interest therein of the repurchased or substituted Mortgage Loan to Certificateholders, then notwithstanding the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loansforegoing, the Seller shall effect such substitution by delivering pay the amount of the Prepayment Charge to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Servicer for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Account. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 8 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on an exception report attached to the initial certification prepared by the Custodian, on behalf of the Trustee), or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 8 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 365 days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or within 120 days of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within 365 days of its discovery or receipt of notice of any such missing or materially defective documentation or within 120 days of any such breach of a representation and warranty, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Replacement Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 9(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At . (b) If the time of substitution or repurchase representation made by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price in Section 7(xiii) is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loansbreached, the Seller shall effect such substitution by delivering not have the right or obligation to cure, substitute or repurchase the affected Mortgage Loan but shall remit to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Servicer for deposit in the Collection Account Account, prior to the Monthly Payment due next succeeding Servicer Remittance Date, the amount of the Prepayment Charge indicated on such Qualified Substitute the applicable part of the Mortgage Loan or Loans Schedule to be due from the Mortgagor in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions circumstances less any amount collected and remitted to the Purchaser will include Servicer for deposit into the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Collection Account. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 9 to cure, cure or repurchase and substitute for a defective Mortgage Loan (and (iito make payments pursuant to Section 9(b)) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement8.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be materially impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trust Administrator on behalf of the Trustee for the benefit of holders the Certificateholders. Upon discovery by the Originator, the Purchaser or any assignee, transferee or designee of the Mortgage Pass-Through Certificates evidencing an interest in all Purchaser of any materially defective document in, or a portion of that any material document was not transferred by the Mortgage LoansOriginator (as listed on the Trust Administrator's Preliminary Exception Report), notwithstanding any restrictive or qualified endorsement on as part of, any Mortgage Note File or Assignment or the examination or lack of examination a breach of any Mortgage File. With respect to of the representations and warranties contained herein in Section 5 or Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty the Originator promptly shall deliver such missing document or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Seller Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optionPurchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, repurchase cause the removal of such Mortgage Loan at from the Purchase PriceTrust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty in Section 6(xxxix) resulting in the Master Servicer's inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Originator shall be obligated to remit to the Master Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's voluntary and full principal prepayment. The Seller mayOriginator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanOriginator, the Purchaser and the Seller shall arrange for the reassignment Purchaser, or any assignee, transferee or designee of the repurchased or substituted Purchaser that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five Business Days to the Seller and others. Within ninety (90) days of its discovery or its receipt of notice, the delivery to Originator promptly shall either (i) repurchase the Seller of any documents held by the Trustee relating to the deficient or repurchased affected Mortgage Loan. In the event Loan at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Loans. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator set forth in this Section 6 7 to cure, remit a Prepayment Charge shortfall, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator respecting a missing or defective material document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5 or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Sponsor or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Sponsor has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Sponsor with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Sponsor shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller or Sponsor, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Sponsor, as listed on a Custodian’s preliminary exception report, as described in the related Custodial Agreement, as part of any Mortgage File, or of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSponsor. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice to the Seller of any such missing documentation that was not transferred by the Sponsor as described above, or of materially defective documentation, or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller Sponsor promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if in the event the Sponsor cannot deliver such missing document or cannot cure such defect or breach, the Sponsor shall, within ninety (90) days of its discovery or receipt of notice of any such missing or materially defective documentation or of any such breach cannot be curedof a representation and warranty, either (i) repurchase the Seller shall, at the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Sponsor shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Sponsor shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At . (b) If the time of substitution representation made by the Sponsor in Section 5(xii) is breached, the Sponsor shall not have the right or obligation to cure, substitute or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted affected Mortgage Loan but shall remit to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Servicer for deposit in the Collection Account Account, prior to the Monthly Payment next succeeding Servicer Remittance Date, the amount of the Prepayment Charge indicated on the applicable part of the Closing Schedule to be due on such Qualified Substitute Mortgage Loan or Loans from the Mortgagor in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions circumstances less any amount collected and remitted to the Purchaser will include Servicer for deposit into the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Collection Account. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Sponsor set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan (and (iito make payments pursuant to Section 7(b)) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Sponsor respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5(xii) or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Seller or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s 's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 7(a) in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Initial Certification) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to NC Capital and the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan warranty, NC Capital or the Mortgage Loans Seller, as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event NC Capital or the Seller, as applicable, cannot be cureddeliver such missing document or cannot cure such defect or breach, NC Capital or the Seller Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. NC Capital or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. NC Capital or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, to the extent a representation or warranty of substitution or repurchase by the Seller regarding the Mortgage Loans has been breached and the circumstance constituting the breach also constitutes a breach of any deficient Mortgage Loana like representation or warranty given by NC Capital as of an earlier date, the Purchaser Purchaser's remedy hereunder shall be solely against NC Capital and not the Seller Seller. Notwithstanding the foregoing, within ninety (90) days of the earlier of discovery by NC Capital or receipt of notice by NC Capital of the breach of the representation of NC Capital set forth in Section 7.02(xlvi) of the Master Agreement (attached as Exhibit A to the Master Agreement) which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, NC Capital shall arrange pay the amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates, by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Prepayment Charge. (b) NC Capital hereby agrees that, in the event that any Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject Loan prepays in full on or prior to the terms of this Agreement in all respects, and date which is ninety (90) days following the date on which the related Mortgage Loan was purchased from NC Capital by the Seller shall be deemed pursuant to have made the Master Agreement, NC Capital will pay to the Seller, with respect to such Qualified Substitute each Mortgage Loan or Loans repurchased, an amount (such amount, a “Repurchase Premium”) equal to the product of (a) the excess of the Purchase Price percentage paid by the Seller to NC Capital pursuant to the Master Agreement over 100% and (b) the Stated Principal Balance of such Mortgage Loan as of the date of substitutionsuch prepayment in full; provided, that, the covenants, representations and warranties set forth in Section 5. amount reimbursed to the Seller shall be reduced by the amount of any Prepayment Charges that are legally enforceable with respect to such Mortgage Loan. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of NC Capital or the Seller Seller, as applicable, set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence Loan, constitute the sole remedies of the Purchaser against NC Capital or the Seller, as applicable, respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. Notwithstanding anything to the contrary set forth below, with respect to any breach by the Seller of a representation or warranty made by the Seller in Section 5 that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, if the Seller would not be in breach of such representation or warranty but for a breach by the related Originator of a representation and warranty made by such Originator in the related Servicing Agreement, then such Originator thereunder, in the manner and to the extent set forth therein, and not the Seller, hereunder shall be required to remedy such breach; provided, however, that notwithstanding the foregoing, in the case of a breach of the representations and warranties set forth in Section 5(a)(ii) or Section 5(a)(iii) hereof, if the related Originator shall not have so remedied such breach within the time period set forth in the related Servicing Agreement, then within 30 additional days, the Seller shall remedy such breach in the manner set forth below. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s 's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the PurchaserPurchaser (or within such other time period determined as provided in the first paragraph of this Section 6 in the case of a breach of the representations and warranties set forth in Section 5(a)(ii) or Section 5(a)(iii) hereof), the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s 's option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections Section 5(a), (c), (d) and (e) this Agreement, to the extent and only to the extent that the related Servicer shall have defaulted in its obligation to provide such indemnification for the related breach by such Servicer of the representations made by such Servicer in the related Servicing Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that a document was not transferred by the Seller (as listed on the Trustee’s preliminary exception report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of Certificateholders, the Purchaser in or the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser of the amount of the Purchase Price (as such term is defined in the Pooling and shall be accomplished by deposit Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section 7(a) shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At With respect to a breach of the time of substitution or repurchase by representation and warranty set forth in Section 6 (46) that materially and adversely affects the Seller value of any deficient Mortgage Loan, Prepayment Charge or the Purchaser and the Seller shall arrange for the reassignment interest therein of the repurchased or substituted Mortgage Loan to Certificateholders, then notwithstanding the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loansforegoing, the Seller shall effect such substitution by delivering pay the amount of the Prepayment Charge to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Servicer for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Account. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. In addition, the Seller hereby acknowledges and agrees that any breach of the representations set forth in Section 5(b) and Section 5(c) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans. Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The , the Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) Section 5 of this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Seller or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee or transferee, then notwithstanding the Seller’s 's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 3.03 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee’s Initial Certification) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the other. Within 90 days Seller; provided, that a breach of the earlier of either discovery by or notice representations and warranties made in Section 6 (ee), (pp), (uu), (vv), (ccc), (nnn), (ooo) and (ttt) shall be deemed to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects affect the value of a any Mortgage Loan or the Mortgage Loans or the interest therein of the PurchaserCertificateholders. Within sixty (60) days of its dis covery or its receipt of notice of any such missing documentation that was not transferred by the Seller as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Seller Originator or the Seller, as applicable, promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller, as applicable, cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Servic ing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, to the extent a representation or warranty of substitution the Seller regarding the Mortgage Loans has been breached and the circumstance constituting the breach also constitutes a breach of a like representation or repurchase warranty given by the Seller Originator as of any deficient Mortgage Loanan earlier date, the Purchaser Purchaser’s remedy hereunder shall be solely against the Originator and not the Seller Seller. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Originator or receipt of notice by the Originator of the breach of the representation of the Originator set forth in Section 6(ee) above, which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Originator shall arrange pay the amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Prepayment Charge. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator or the Seller, as applicable, set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator or the Seller, as applicable, respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest Certificates. Except with respect to the representation and warranty contained in all or a portion of the Mortgage LoansSection 6(b)(xxxii), notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With with respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator or Seller, as the case may be, has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator or the Seller, as the case may be, with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and Originator or the Seller Seller, as the case may be, shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Originator, the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller or not transferred by the Purchaser Originator to the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherother parties hereto. Within 90 sixty (60) days of its discovery or its receipt of notice of any such missing documentation that was not transferred by the earlier of either discovery Seller or not transferred by or notice the Originator to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by and warranty, the Seller that materially and adversely affects the value of a Mortgage Loan Originator or the Mortgage Loans Seller, as the case may be, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller, as the case may be, cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as the case may be, shall, at the Purchaser’s optionwithin ninety (90) days of its discovery or receipt of notice, repurchase such the affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement). Notwithstanding the preceding sentences of this paragraph, to the extent that the Originator would otherwise be required to repurchase such affected Mortgage Loan and such obligation results from the breach of any of the representations or warranties that are made or deemed to have been made by the Seller, then the Seller (and not the Originator) shall be required to repurchase such affected Mortgage Loan in the manner described above, and the Purchaser shall have no remedy against the Originator therefor; provided, however, that to the extent that the Seller would otherwise be required to repurchase the affected Mortgage Loans and such obligation results from the breach of any of the representations or warranties that are made or deemed to have been made by the Originator, then the Originator (and not the Seller) shall be required to repurchase the affected Mortgage Loans in the manner described above, and the Purchaser shall have no remedy against the Seller therefor. The Seller mayOriginator or the Seller, at as the request case may be, shall amend the Closing Schedule to reflect the withdrawal of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan from the terms of this Agreement and substitute in its place a Qualified Substitute Mortgage Loan the Pooling and Servicing Agreement. The Originator or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan Seller, as the case may be, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Seller and the Purchaser against the Originator respecting a missing or defective document or a breach of the representations and warranties contained in Section 56. The It is understood and agreed that the obligations of the Seller shall indemnify set forth in this Section 7 to cure or repurchase a defective Mortgage Loan constitute the sole remedies of the Purchaser and hold it harmless 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 the Seller respecting a missing document or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passfloating rate mortgage pass-Through Certificates through certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Originator or the Seller, as the case may be, or as to which the Seller Originator or the Seller, as the case may be, has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator or the Seller, as the case may be, with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and Originator or the Seller Seller, as the case may be, shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by the Originator, the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller, and not transferred by the Originator to the Seller (as listed on the Trustee's Preliminary Exception Report), as part of, any Mortgage File or of a breach of any of the representations and warranties contained in Section 5(a) or Section 6 that materially and adversely affects the value of any Mortgage Loan, the Purchaser or the Purchaser's assignee, transferee or designee, the party discovering the breach shall give prompt written notice to the others. Within ninety (90) days of its discovery or its receipt of notice of any such missing documentation which was not transferred to the Seller as described above or materially defective documentation or any such breach of a representation and warranty, the Originator promptly shall deliver such missing document or cure such defect or breach in all material respects, or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchase Price (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. With respect to Mortgage Loans where the Mortgage File is missing a material document that was transferred from the Originator to the Seller or upon discovery by the Originator, the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5(b)(xi), (xiii) and (xiv) that materially and adversely affects the value of any Mortgage Loan, the Mortgage Loans Purchaser or the interest of the Purchaser (Purchaser's assignee, transferee or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice to the Seller of any such missing document or any such breach of a representation or and warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan promptly shall deliver such missing document or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller mayOriginator or the Seller, at as the request case may be, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the Purchaser terms of this Agreement and assuming the Seller has Pooling and Servicing Agreement and the addition, if any, of a Qualified Substitute Mortgage Loan. The Originator or the Seller, rather than repurchase a deficient Mortgage Loan as provided abovethe case may be, remove shall deliver to the Purchaser such Mortgage Loan amended Closing Schedule and substitute in its place a Qualified Substitute Mortgage Loan shall deliver such other documents as are required by this Agreement or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator or the Seller, as the case may be, set forth in this Section 6 7 to cure, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Seller and the Purchaser against the Originator respecting a missing or defective document or a breach of the representations and warranties contained in Section 55(a) or Section 6. The It is understood and agreed that the obligations of the Seller shall indemnify the Purchaser and hold it harmless 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 set forth in this Section 7 to repurchase or assertion based on substitute for a Mortgage Loan as to which a material document is missing or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(aSection 5(b)(xi), (cxiii), (d) and (exiv) this Agreementconstitute the sole remedies of the Purchaser against the Seller respecting a missing document or a breach of such representation and warranty.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Responsible Party or as to which the Seller Responsible Party has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the SellerResponsible Party’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Responsible Party shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee’s Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Responsible Party and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Price or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(63) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Responsible Party shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates by remitting such amount to the Servicer for deposit into the Custodial Account, net of any deficient Mortgage Loanamount previously collected by the Servicer or paid by the Servicer, the Purchaser and the Seller shall arrange for the reassignment benefit of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal Holders of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementPrepayment Charge.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all Certificates. Upon discovery by the Seller, the Purchaser or a portion any assignee, transferee or designee of the Mortgage LoansPurchaser of any materially defective document in, notwithstanding or that any restrictive material document was not transferred by or qualified endorsement at the direction of the Seller (as listed on any Mortgage Note or Assignment or the examination or lack of examination Trustee’s Preliminary Exception Report) as part of any Mortgage File. With respect to , or of a breach of any of the representations and warranties contained herein in Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s assignee, designee transferee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or RFC and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, RFC or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event RFC or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, RFC or the Seller Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Price or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. RFC or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. RFC or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution the earlier of discovery by RFC or repurchase receipt of notice by RFC of the breach of the representation of RFC set forth in Schedule A hereto which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, RFC shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates by remitting such amount to the Servicer for deposit into the Custodial Account, net of any amount previously collected by the Seller of any deficient Mortgage LoanServicer or paid by the Servicer, the Purchaser and the Seller shall arrange for the reassignment benefit of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal Holders of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitutionPrepayment Charge. (b) Notwithstanding the foregoing, the Qualified Substitute Mortgage 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 an alleged breach of the date of substitutiona representation and warranty which breach is covered by a title insurance policy, the covenants, representations and warranties set forth in Section 5. Purchaser shall use reasonable efforts to enforce the provisions of any related title insurance policy prior to seeking a remedy against RFC or the Seller hereunder. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of RFC or the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against RFC or the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all Certificates. Upon discovery by the Seller, the Purchaser or a portion any assignee, transferee or designee of the Mortgage LoansPurchaser of any materially defective document in, notwithstanding or that any restrictive material document was not transferred by or qualified endorsement at the direction of the Seller (as listed on any Mortgage Note or Assignment or the examination or lack of examination Trustee's Preliminary Exception Report) as part of any Mortgage File. With respect to , or of a breach of any of the representations and warranties contained herein in Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such breach shall give prompt written notice to the otherOriginator or the Seller, as applicable. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by and warranty, the Seller that materially and adversely affects the value of a Mortgage Loan Originator or the Mortgage Loans Seller, as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive not be impaired by any review and examination of Mortgage Files or any failure on the sale part of the Mortgage Loans to Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, Responsible Party or as to which the Seller Responsible Party has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the SellerResponsible Party’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Responsible Party shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by or at the direction of the Seller (as listed on the Trustee’s Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller (in the case of a missing document) or the Responsible Party and the Seller (in the case of a breach of any of the representations and warranties contained in Section 6). Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation that was not transferred to the Seller Purchaser as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Responsible Party or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (or the Mortgage Loans their related designee), as applicable, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Responsible Party or the Seller (or their related designee) cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Responsible Party or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Price or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Responsible Party or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Responsible Party or receipt of notice by the Responsible Party of the breach of the representation of the Responsible Party set forth in Section 6(59) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Responsible Party shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates by remitting such amount to the Servicer for deposit into the Custodial Account, net of any deficient Mortgage Loanamount previously collected by the Servicer or paid by the Servicer, the Purchaser and the Seller shall arrange for the reassignment benefit of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal Holders of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitutionPrepayment Charge. (b) Notwithstanding the foregoing, the Qualified Substitute Mortgage 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 an alleged breach of the date of substitutiona representation and warranty which breach is covered by a title insurance policy, the covenants, representations and warranties set forth in Section 5. Purchaser shall use reasonable efforts to enforce the provisions of any related title insurance policy prior to seeking a remedy against the Responsible Party or the Seller hereunder. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery obligations of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of Responsible Party or the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Responsible Party or the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all Certificates. Upon discovery by the Seller, the Purchaser or a portion any assignee, transferee or designee of the Mortgage LoansPurchaser of any materially defective document in, notwithstanding or that any restrictive or qualified endorsement material document was not transferred by the Seller (as listed on any Mortgage Note or Assignment or the examination or lack of examination Trustee's Initial Certification) as part of any Mortgage File. With respect to , or of a breach of any of the representations and warranties contained herein in Section 6 that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related any Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)designee, the party discovering such breach shall give prompt written notice to the other. Within 90 days Originator and the Seller; provided, that a breach of the earlier of either discovery by or notice representations and warranties made in Section 6(uu), (vv), (ggg) and (eee) shall be deemed to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a any Mortgage Loan or the Mortgage Loans or the interest therein of the PurchaserCertificateholders. Within sixty (60) days of its discovery or its receipt of notice of any such missing documentation that was not transferred by the Seller as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Seller Originator or the Seller, as applicable, promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller, as applicable, cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as applicable, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as applicable, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as applicable, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, to the extent a representation or warranty of substitution the Seller regarding the Mortgage Loans has been breached and the circumstance constituting the breach also constitutes a breach of a like representation or repurchase warranty given by the Seller Originator as of any deficient Mortgage Loanan earlier date, the Purchaser Purchaser's remedy hereunder shall be solely against the Originator and not the Seller Seller. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Originator or receipt of notice by the Originator of the breach of the representation of the Originator set forth in Section 6(ppp) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Originator shall arrange pay the amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan Holders of the Class P Certificates by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Servicer or paid by the Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller Class P Certificates in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Prepayment Charge. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator or the Seller, as applicable, set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator or the Seller, as applicable, respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherOriginator. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller Originator promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Originator cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At Notwithstanding the time foregoing, within 90 days of substitution or repurchase the earlier of discovery by the Seller Originator or receipt of notice by the Originator of the breach of the representation or covenant of the Originator set forth in Section 6(l) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any deficient Mortgage LoanPrepayment Charge, the Purchaser and Originator shall remedy such breach as follows: the Seller shall arrange Originator must pay the amount of the scheduled Prepayment Charge, for the reassignment benefit of the repurchased or substituted Mortgage Loan holder of the Class P Certificate, by remitting such amount to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in Master Servicer for deposit into the Collection Account. The Seller shall, simultaneously with such depositnet of any amount previously collected by the Master Servicer or paid by the Master Servicer, give written notice to for the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal benefit of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which Holders of the Seller substitutes a Qualified Substitute Mortgage Loan or LoansClass P Certificates, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Prepayment Charge. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 5(ix) and Section 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's initial certification), as part of any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Purchaser or the Purchaser's assignee, transferee or designee (it being understood that with respect to the representations and warranties set forth in the last sentence of (xxxix), (xlvi), the first sentence of (xlvii) and (lxi) of Section 6 herein, a breach of any such representation or which warranty shall in and of itself be deemed to materially and adversely affects affect the interests interest therein of the Purchaser and the Purchaser's assignee, transferee or designee) in the related Mortgage Loan in the case of a representation and warranty relating to a particular any Mortgage Loan), the party discovering such the breach shall give prompt written notice to the otherothers. Within 90 ninety (90) days of the earlier of either the discovery by or the Seller's receipt of notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at Price (as defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. In the event of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase Agreement and any remedy by the Seller for a breach of a representation or warranty that materially and adversely affects the value of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule Prepayment Charge shall be amended to reflect the withdrawal made in a manner consistent with Section 2.03(c) of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 5 or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Indenture Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, 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 and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage LoanNoteholders. Upon discovery by either the Seller, the Note Insurer, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Indenture Trustee's Preliminary Exception Report), as part of, any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser Purchaser, the Note Insurer or the Purchaser's assignee, transferee or designee (it being understood that with respect to the representations and warranties set forth in (xli), (xlii), (xliii), (xliv) and (xlvi) of Section 6 herein, a breach of any such representation or which warranty shall in and of itself be deemed to materially and adversely affects affect the interests interest therein of the Purchaser in Purchaser, the related Mortgage Loan in Note Insurer and the case of a representation and warranty relating to a particular Mortgage LoanPurchaser's assignee, transferee or designee), the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty (it being understood that with respect to the representations and warranties set forth in (xli), (xlii), (xliii), (xliv) and (xlvi) of Section 6 herein, a breach of any such representation or warranty made by the Seller that shall in and of itself be deemed to materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or affect the interest therein of the Purchaser, the Note Insurer and the Purchaser's assignee, transferee or designee), the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andrespects, if or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, at within 90 days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at a price equal to the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Price or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling Sale and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 , cause the removal of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted such Mortgage Loan to from the Seller Trust Fund and the delivery to the Seller of any documents held by the Trustee relating to the deficient substitute one or repurchased more Qualified Substitute Mortgage LoanLoans. In the event that any Mortgage Loan is subject to a breach of the Purchase Price is deposited representation and warranty in Section 6(xxxix) resulting in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Master Servicer's inability to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal collect all or part of the repurchased Mortgage Loan Prepayment Charge from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or LoansMortgagor, in lieu of repurchase, the Seller shall effect such substitution by delivering be obligated to remit to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Master Servicer (for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans Account) any shortfall in the month following Prepayment Charge collected upon the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementMortgagor's voluntary Principal Prepayment.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificates. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein ther ein of the Purchaser or the Purchaser’s assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that a document was not transferred by the Seller (as listed on the Trustee’s preliminary exception report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Certificateholders (it being understood that with respect to the representations and warranties set forth in (43), (45), (46), (47), (48), (49), (54) and (55) of Section 6 herein, a breach of any such representation or warranty shall in and of itself be deemed to materially adversely affect the interest therein of the Purchaser (and the Purchaser’s assignee, transferee or which materially and adversely affects the interests of designee), the Purchaser in or the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser’s assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherSeller. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaserwarranty, the Seller promptly shall use its best efforts promptly to deliver such missing document or cure such defect or breach in all material respects andor, if such breach in the event the Seller cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser of the amount of the Purchase Price (as such term is defined in the Pooling and shall be accomplished by deposit Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required re quired by this Section 7(a) shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At With respect to a breach of the time of substitution or repurchase by representation and warranty set forth in Section 6 (51) that materially and adversely affects the Seller value of any deficient Mortgage Loan, Prepayment Charge or the Purchaser and the Seller shall arrange for the reassignment interest therein of the repurchased or substituted Mortgage Loan to Certificateholders, then notwithstanding the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loansforegoing, the Seller shall effect such substitution by delivering pay the amount of the Prepayment Charge to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Servicer for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Account. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5(a)(viii) or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherOriginator or the Seller, as the case may be. Within 90 sixty (60) days of the earlier its discovery or its receipt of either discovery notice of any such missing documentation that was not transferred by or notice to the Seller as described above, or of materially defective documentation, or of any such breach of a representation and warranty, the Originator or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan (with respect to Section 5(a)(viii)) promptly shall deliver such missing document or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller, as the case may be, cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator or the Seller, as the case may be, shall, at within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the Purchaser’s option, repurchase such affected Mortgage Loan at the Purchase Price. The Seller may, at Price (as such term is defined in the request of the Purchaser Pooling and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan Servicing Agreement) or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s(ii) pursuant to the foregoing provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Originator or the Seller, as the case may be, shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement. The Originator or the Seller, as the case may be, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At . (b) If the time of substitution representation made by the Originator in Section 5(b)(xiii) is breached, the Originator shall not have the right or obligation to cure, substitute or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted affected Mortgage Loan but shall remit to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit Servicer for deposit in the Collection Account Account, prior to the Monthly Payment due next succeeding Servicer Remittance Date, the amount of the Prepayment Charge indicated on such Qualified Substitute the applicable part of the Mortgage Loan or Loans Schedule to be due from the Mortgagor in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions circumstances less any amount collected and remitted to the Purchaser will include Servicer for deposit into the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Collection Account. (c) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery obligations of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood Originator and agreed that (i) the obligations of the Seller set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser against the Originator and the Seller respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless 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 of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Seller or the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Passasset-Through Certificates backed floating rate certificates evidencing an interest in all or a portion of the Mortgage Loans. Except with respect to the representation and warranty contained in Section 6(b)(xxxii), notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With with respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller Originator or the Seller, as the case may be, has no knowledge, if it is discovered that the substance of any such representation and warranty is was inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator or the Seller, as the case may be, with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and Originator or the Seller Seller, as the case may be, shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Originator, the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller or not transferred by the Purchaser Originator to the Seller (as listed on the Trustee's Preliminary Exception Report) as part of any Mortgage File, or of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such breach shall give prompt written notice to the otherothers. Within 90 sixty (60) days of its discovery or its receipt of notice of any such missing documentation that was not transferred by the earlier of either discovery Seller or not transferred by or notice the Originator to the Seller as described above, or of materially defective documentation, or of any such breach of a representation or warranty made by and warranty, the Seller that materially and adversely affects the value of a Mortgage Loan Originator or the Mortgage Loans Seller, as the case may be, promptly shall deliver such missing document or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andor, if such breach in the event the Originator or the Seller, as the case may be, cannot be cureddeliver such missing document or cannot cure such defect or breach, the Seller Originator, or the Seller, as the case may be, shall, at the Purchaser’s optionwithin ninety (90) days of its discovery or receipt of notice, repurchase such the affected Mortgage Loan at the Purchase PricePrice (as such term is defined in the Pooling and Servicing Agreement). Notwithstanding the preceding sentences of this paragraph, to the extent that the Originator would otherwise be required to repurchase such affected Mortgage Loan and such obligation results from the breach of any of the representations or warranties that are made or deemed to have been made by the Seller, then the Seller (and not the Originator) shall be required to repurchase such affected Mortgage Loan in the manner described above, and the Purchaser shall have no remedy against the Originator therefor; provided, however, that to the extent that the Seller would otherwise be required to repurchase the affected Mortgage Loans and such obligation results from the breach of any of the representations or warranties that are made or deemed to have been made by the Originator, then the Originator (and not the Seller) shall be required to repurchase the affected Mortgage Loans in the manner described above, and the Purchaser shall have no remedy against the Seller therefor. The Seller mayOriginator or the Seller, at as the request case may be, shall amend the Closing Schedule to reflect the withdrawal of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan from the terms of this Agreement and substitute in its place a Qualified Substitute Mortgage Loan the Pooling and Servicing Agreement. The Originator or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan Seller, as the case may be, shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or Loans, it shall repurchase the deficient Mortgage LoanPooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 7(a) shall occur on a date be accomplished by transfer to an account designated by the Purchaser and shall be accomplished by deposit of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. . (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator set forth in this Section 6 7 to cure, cure or repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Seller and the Purchaser against the Originator respecting a missing or defective document or a breach of the representations and warranties contained in Section 56. The It is understood and agreed that the obligations of the Seller shall indemnify set forth in this Section 7 to cure or repurchase a defective Mortgage Loan constitute the sole remedies of the Purchaser and hold it harmless 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 the Seller respecting a missing document or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this AgreementSection 6.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty. It is understood and agreed that the (a) The representations and warranties set forth contained in Section 5 6 shall survive the sale not be materially impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans to or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage FileCertificateholders. With respect to the representations and warranties contained herein that which are made to the knowledge or the best of knowledge of the SellerOriginator, or as to which the Seller Originator, has no knowledge, if it is discovered that the substance of any such representation and warranty is was materially inaccurate as of the date such representation and the warranty was made or deemed to be made, and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Loan or the interest therein of the Purchaser or the Purchaser’s 's assignee, designee transferee or transfereedesignee, then notwithstanding the Seller’s lack of knowledge by the Originator, with respect to the substance of such representation and warranty being materially inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller Originator shall take such action described in the following paragraphs of this Section 6 paragraph in respect of such Mortgage Loan. Upon discovery by either the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee's Preliminary Exception Report), as part of, any Mortgage File or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller contained in Section 5 or Section 6 that materially and adversely affects the value of the any Mortgage Loans Loan or the interest therein of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan)Purchaser's assignee, transferee or designee, the party discovering such the breach shall give prompt written notice to the other. Within 90 ninety (90) days of the earlier its discovery or its receipt of either discovery by or notice of any such missing documentation which was not transferred to the Seller of Purchaser as described above or materially defective documentation or any such breach of a representation and warranty the Originator promptly shall deliver such missing document or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such defect or breach in all material respects andrespects, if or in the event the Originator cannot deliver such missing document or such defect or breach cannot be cured, the Seller Originator shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchaser’s optiongreater of (A) the Purchase Price (as such term is defined in the Pooling and Servicing Agreement) or (B) with respect to any Mortgage Loan repurchased as a result of a breach of the representation and warranty contained in Section 6(a)(xli), repurchase an amount equal to the product of the related purchase price percentage for such Mortgage Loan at as specified on Exhibit 8 and the Purchase PriceStated Principal Balance of such Mortgage Loan as of the date of repurchase, or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. The Seller mayOriginator shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, at the request if any, of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan . The Originator shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as provided above, remove are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loanamendment. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. In connection with the repurchase of any Mortgage Loan by the Originator at the price indicated in clause (i)(B) above, any amounts in excess of the Purchase Price shall not be deposited in the Collection Account, but instead shall be paid to the Purchaser or its designee. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the time of substitution or repurchase In addition, upon discovery by the Seller of any deficient Mortgage LoanSeller, the Purchaser and the Seller shall arrange for the reassignment Purchaser, or any assignee, transferee or designee of the repurchased or substituted Purchaser that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within two Business Days to the Seller and others. Within ninety (90) days of its discovery or its receipt of notice, the delivery to Originator promptly shall either (i) repurchase the Seller of any documents held by the Trustee relating to the deficient or repurchased affected Mortgage Loan. In the event Loan at the Purchase Price (as such term is deposited defined in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice Pooling and Servicing Agreement) or (ii) pursuant to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal provisions of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with cause the removal of such Mortgage Note endorsed as required therein. The Seller shall remit for deposit in Loan from the Collection Account the Monthly Payment due on such Trust Fund and substitute one or more Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage 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 Section 5. Loans. (b) It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser. It is understood and agreed that (i) the obligations of the Seller Originator set forth in this Section 6 7 to cure, repurchase and or substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies rem edies of the Purchaser against the Originator respecting a missing or defective document or a breach of the representations and warranties contained in Section 55 or Section 6. The Seller shall indemnify It is understood and agreed that the obligations of the Originator set forth in this Section 7 to repurchase or substitute for a Mortgage Loan as to which a material document is missing constitute the sole remedies of the Purchaser and hold it harmless 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, the Originator respecting a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreementmissing document.