Common use of Repurchase of Mortgage Loans Clause in Contracts

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 days of the earlier of either discovery by the Assignor of such breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 days of the earlier of either discovery by the Assignor of such breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Sale Agreement and the Servicing Agreement, but only insofar as the Sale Agreement and the Servicing Agreement relates relate to such Mortgage LoanLoan and only pursuant to an assignment, assumption and recognition agreement reasonably acceptable to the Seller. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 seventy-five (75) days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing AgreementAgreements, but only insofar as the Servicing Agreement relates Agreements relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase repurchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Sale Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 ninety (90) days of discovery of such Qualification Defect. In the event Countrywide has breached a representation or warranty under the Sale Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against Countrywide. If Countrywide does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of Countrywide to cure such breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver to first proceed against the Assignor or its designee Servicer. If the related Collateral File and shall assign to the Assignor all Servicer does not within 60 days after notification of the Assignee’s rights breach, take steps to cure such breach (which may include certifying to progress made and obligations requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase, but only insofar as or substitute for the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the related Servicing Agreement relates with respect to such Mortgage Loan. Loan Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver to first proceed against the Assignor or its designee Servicer. If the related Collateral File and shall assign to the Assignor all Servicer does not within 60 days after notification of the Assignee’s rights breach, take steps to cure such breach (which may include certifying to progress made and obligations requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase, but only insofar as or substitute for the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the related Servicing Agreement relates with respect to such Mortgage Loan. Loan Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Custodial Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing AgreementAgreements and Section S of the Trade Confirmation, but only insofar as the Servicing Agreement relates Agreements or Section S of the Trade Confirmation relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Trust Agreement), then such cure or repurchase must take place within 90 45 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver to first proceed against the Assignor or its designee Servicer. If the related Collateral File and shall assign to the Assignor all Servicer does not within 60 days after notification of the Assignee’s rights breach, take steps to cure such breach (which may include certifying to progress made and obligations requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase, but only insofar as or substitute for the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the related Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase repurchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementSale Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure cure, repurchase or repurchase substitution must take place within 90 ninety (90) days of discovery of such Qualification Defect. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event Countrywide has breached a representation or warranty under the Sale Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against Countrywide to cure such breach or purchase such mortgage loan from the Trust. If Countrywide does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which Countrywide has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of Countrywide to cure any breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement). In the event the Responsible Party has breached a representation or warranty under the Sale Agreement that is substantially identical to, then or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Responsible Party. If the Responsible Party does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Responsible Party to cure such breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Sale Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Sale Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 60 days of discovery of such Qualification Defect. In the event the Servicer has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within 90 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale AgreementAgreement or, in limited circumstances (as set forth below), then substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event the Responsible Party has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Responsible Party to cure such breach or purchase such mortgage loan from the Trust. If the Responsible Party does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Responsible Party has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Responsible Party to cure any breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Sale Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing such Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, and if the Assignor does not cure such breach in all material respects within 90 ninety (90) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding In the foregoingevent the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, howeveror covers the same matters as, if a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach is a Qualification Defect (which may include certifying to progress made and requesting an extension of the time to cure such breach, as defined in permitted under the Sale Servicing Agreement)) or purchase the Mortgage Loan, then the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Servicing Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 ninety (90) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement) or, in limited circumstances (as set forth below). Notwithstanding the foregoing, however, if substitute such breach is mortgage loan for a Qualification Defect Substitute Mortgage Loan (as defined below). The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Sale Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or purchase such mortgage loan from the Trust. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement)) or purchase the Mortgage Loan, then the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Servicing Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Servicing Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the such Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase repurchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Sale Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event Countrywide has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against Countrywide. If Countrywide does not within 90 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of Countrywide to cure such breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 60 days of discovery of such Qualification Defect. In the event the Seller has breached a representation or warranty with respect to a Mortgage Loan under the Sale Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Seller. If the Seller does not within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, to the extent permitted under the Sale Agreement) or repurchase the affected Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust at the Purchase Price (each as defined in the Trust Agreement). In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Seller to cure such breach or repurchase such Mortgage Loan under the terms of the Sale Agreement. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Sale Agreement and the applicable Servicing Agreement, but only insofar as the Sale Agreement and Servicing Agreement relates relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Servicing Agreement), then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defect. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within 90 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementSale and Servicing Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale and Servicing Agreement), then such cure or repurchase must take place within 90 sixty (60) days of discovery of such Qualification Defect. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event a PHH Party has breached a representation or warranty under the Sale and Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against such PHH Party to cure such breach or purchase such mortgage loan from the Trust. If such PHH Party does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale and Servicing Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor or the Servicer, as applicable, hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Sale and Servicing Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase such Mortgage Loan under the terms of the Sale and Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Sale and Servicing Agreement, but only insofar as the such Sale and Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementSale Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 60 days of discovery of such Qualification Defect. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of the breach. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or purchase such mortgage loan from the Trust. If the Servicer does not within 90 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Servicing Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the such Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Servicing Agreement), then such cure or repurchase must take place within 90 seventy-five (75) days after the defect is discovered. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or repurchase the affected Mortgage Loan from the Assignee. If the Servicer does not within sixty (60) days after notification of discovery the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such Qualification Defectbreach, as permitted under the Servicing Agreement) or repurchase such Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase such Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 forty-five (45) days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Flow SWSA that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer. If the Servicer does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Flow SWSA) or purchase, or substitute for the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the Assignor rights of the Assignee to enforce the obligations of the Servicer to cure such breach or its designee repurchase such Mortgage Loan under the terms of the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates Flow SWSA with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Custodial Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementServicing Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Servicing Agreement), then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defect. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of the breach. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or purchase such mortgage loan from the Trust. If the Servicer does not within 90 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Servicing Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the such Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase repurchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementSale Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure repurchase, or repurchase substitution must take place within 90 days of discovery of such Qualification Defect. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of the breach. In the event Countrywide has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against Countrywide to cure such breach or purchase such mortgage loan from the Trust. If Countrywide does not within 90 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which Countrywide has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of Countrywide to cure any breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Assigned Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Assigned Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Assigned Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Sale and Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer. If the Servicer does not within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale and Servicing Agreement) or purchase, or substitute for the Assigned Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Assigned Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the Assignor or its designee the related Collateral File and shall assign to the Assignor all rights of the Assignee’s rights and Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Assigned Mortgage Loan under the Servicing Agreement, but only insofar as terms of the Sale and Servicing Agreement relates with respect to such Assigned Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 seventy-five (75) days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing AgreementAgreements, but only insofar as the Servicing Agreement relates Agreements relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Servicing Agreement), then such cure or repurchase must take place within 90 75 days of discovery the Defect Discovery Date. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within 60 days after notification of the breach, take steps to cure such Qualification Defectbreach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. (a) Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, and if the Assignor does not cure such breach in all material respects within 90 ninety (90) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding In the foregoingevent the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, howeveror covers the same matters as, if a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach is a Qualification Defect (which may include certifying to progress made and requesting an extension of the time to cure such breach, as defined in permitted under the Sale Servicing Agreement)) or purchase the Mortgage Loan, then the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Servicing Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Custodian on behalf of the Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 ninety (90) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement) or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding The Assignor shall have the foregoingoption, howeverbut is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that materially and adversely affects the value of any Mortgage Loan, or the interest of the Assignee therein, and thus is obligated to repurchase such Mortgage Loan under the Servicing Agreement, and such breach is substantially identical to, or covers the same matters as, a Qualification Defect representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or purchase such Mortgage Loan from the Trust. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as defined permitted under the Servicing Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Servicing Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the Sale Agreement)date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, then such the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Servicing Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the such Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Sale and Servicing Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale and Servicing Agreement), then such cure or repurchase must take place within 90 60 days of discovery of such Qualification Defect. In the event a PHH Party has breached a representation or warranty under the Sale and Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against such PHH Party. If the PHH Party does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale and Servicing Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of such PHH Party to cure such breach or repurchase such Mortgage Loan under the terms of the Sale and Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the AssignorAssignor or PHH, the Assignee Trustee shall promptly deliver to the Assignor or its designee PHH, as applicable, or to such party's designee, the related Collateral Mortgage File and shall assign to the Assignor such party all of the Assignee’s 's rights and obligations under the Sale and Servicing Agreement, but only insofar as the Sale and Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 forty-five (45) days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Flow SWSA that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer. If the Servicer does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Flow SWSA) or purchase, or substitute for the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the Assignor rights of the Assignee to enforce the obligations of the Servicer to cure such breach or its designee repurchase such Mortgage Loan under the terms of the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates Flow SWSA with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof thereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days from of the earlier of either discovery by the Assignor of such breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 60 days of discovery of such Qualification Defect. In the event the Seller has breached a representation or warranty under the Sale Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Seller. If the Seller does not within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, to the extent permitted under the Servicing Agreement) or repurchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust at the Purchase Price (each as defined in the Trust Agreement). In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Seller to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 ninety (90) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement) or, in limited circumstances (as set forth below). Notwithstanding the foregoing, however, if substitute such breach is mortgage loan for a Qualification Defect Substitute Mortgage Loan (as defined below). The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Sale Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or purchase such mortgage loan from the Trust. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement)) or purchase the Mortgage Loan, then the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Servicing Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Servicing Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the such Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof. For purposes of this Section, “Deleted Mortgage Loan” and “Substitute Mortgage Loan” shall be defined as set forth below.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of the discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates relate to such Mortgage LoanLoans. Except as specifically set forth herein, the Assignee Assignor shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery the date such defect is discovered. The Seller agrees that the Assignee shall have the right to enforce all obligations of such Qualification Defectthe Seller, as they relate to the Mortgage Loans, under the Purchase Agreement and this Assignment Agreement. In Notwithstanding anything to the event of a repurchase of any Mortgage Loan by the Assignorcontrary herein, the Assignee hereby acknowledges and agrees that in no event shall promptly deliver the Assignee be entitled to receive indemnification rights from the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage LoanSeller. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. (a) Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss loss, or the Assignee has a reasonable, good faith belief that it will incur a loss, as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce Assignor shall, at the AssignorAssignee’s obligation hereunder to purchase such option, repurchase the Mortgage Loan from in the Assignee at same manner set forth in Section 4.2 of the Purchase Price Agreement. (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. b) In the event of the Seller has breached a repurchase of any Mortgage Loan representation or warranty hereunder or under the Purchase Agreement, as amended hereby, that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Seller. If the Seller does not within ninety (90) days after notification of the breach, take steps to cure such breach or repurchase the Mortgage Loan in the same manner as set forth in 4.2 of the Purchase Agreement, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan. In such event, the Assignor shall succeed to the Assignor or its designee the related Collateral File and shall assign to the Assignor all rights of the Assignee’s rights and Assignee to enforce the obligations of the Seller to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement, but only insofar as terms of the Servicing Purchase Agreement relates with respect to such Mortgage Loan. . (c) Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of the date such Qualification Defectdefect is discovered. In the event of the Seller has breached a repurchase of any Mortgage Loan representation or warranty under the Purchase Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against such Seller. If such Seller does not cure such breach or purchase the Mortgage Loan, in accordance with Section 3.3 of the Purchase Agreement, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the trust formed pursuant the Trust Agreement. In such event, the Assignor shall succeed to the Assignor or its designee the related Collateral File and shall assign to the Assignor all rights of the Assignee’s rights and Assignee to enforce the obligations of such Seller to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement, but only insofar as terms of the Servicing Purchase Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment the Purchase Agreement, to oversee compliance hereof thereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any A breach by the Assignor BBPLC of any representation, warranty or covenant under this Assignment Agreement that its representations and warranties above will be deemed automatically to materially and adversely affects affect the value of any such Mortgage Loan or and the interest interests of the Assignee therein (it being understood that any Trustee and Certificateholders in such defect or breach Mortgage Loan. BBPLC shall be deemed to have materially and adversely affected the value of the related repurchase each such Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor or receipt of such notice of breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder with respect to purchase each such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined set forth in the Trust Pooling Agreement). Notwithstanding Third-Party Beneficiary ----------------------- This Agreement shall inure to the foregoingbenefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Trustee and its successors and assigns under the Pooling Agreement shall be a third-party beneficiary to the provisions of this Agreement, howeverand shall be entitled to rely upon and directly to enforce such provisions of this Agreement, if such breach is a Qualification Defect (except as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan expressly limited by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loanterms hereof. Except as specifically set forth herein, expressly stated otherwise herein or in the Assignee shall have no responsibility to enforce any provision of this Assignment Pooling Agreement, any right of the Trustee to oversee compliance hereof direct, appoint, consent to, approve of, or take any action under this Agreement, shall be a right exercised by the Trustee in its sole and absolute discretion. Governing Law ------------- THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Counterparts ------------ This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to take notice be an original, but all of any breach or default thereofwhich counterparts shall together constitute but one and the same instrument.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement). In the event Ameriquest has breached a representation or warranty under the Sale Agreement that is substantially identical to, then or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against Ameriquest. If Ameriquest does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of Ameriquest to cure such breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Sale Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementSale Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 60 days of discovery of such Qualification Defect. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of the breach. In the event the Servicer has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or purchase such mortgage loan from the Trust. If the Servicer does not within 90 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under each of the Servicing Agreement and the Sale Agreement, but only insofar as the Servicing Agreement each such agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Sale and Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer. If the Servicer does not within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale and Servicing Agreement) or purchase, or substitute for the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the Assignor or its designee the related Collateral File and shall assign to the Assignor all rights of the Assignee’s rights and Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement, but only insofar as terms of the Sale and Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase repurchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementSale Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure cure, repurchase or repurchase substitution must take place within 90 ninety (90) days of discovery of such Qualification Defect. Notwithstanding the foregoing, a breach of any of the representations and warranties set forth in paragraph (l) in Section 3.01 of the Sale Agreement, paragraphs (g), (k), (l), (ee), (rr) or (ss) of Section 3.02 of the Sale Agreement or in clauses (c) - (i) and (k) - (o) of Section 7 of this Assignment Agreement, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event Countrywide has breached a representation or warranty under the Sale Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against Countrywide to cure such breach or purchase such mortgage loan from the Trust. A breach of any of the representations and warranties set forth in paragraph (l) in Section 3.01 of the Sale Agreement or in paragraphs (g), (k), (l), (ee), (rr) or (ss) of Section 3.02 of the Sale Agreement, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Assignee in such Mortgage Loan. If Countrywide does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which Countrywide has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of Countrywide to cure any breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days from of the earlier of either discovery by the Assignor of such breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the applicable Sale Agreement), then such cure or repurchase must take place within 90 60 days of discovery of such Qualification Defect. In the event the Seller has breached a representation or warranty under the Sale Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Seller. If the Seller does not within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, to the extent permitted under the applicable Servicing Agreement) or repurchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust at the Purchase Price (each as defined in the Trust Agreement). In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Seller to cure such breach or repurchase such Mortgage Loan under the terms of the applicable Servicing Agreement. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of the date such Qualification Defectdefect is discovered. In the event of the Seller has breached a repurchase of any Mortgage Loan representation or warranty under the Purchase Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Seller. If the Seller does not cure such breach or purchase the Mortgage Loan, in accordance with Section 3.3 of the Purchase Agreement, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the trust formed pursuant the Trust Agreement. In such event, the Assignor shall succeed to the Assignor or its designee the related Collateral File and shall assign to the Assignor all rights of the Assignee’s rights and Assignee to enforce the obligations of the Seller to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement, but only insofar as terms of the Servicing Purchase Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment the Purchase Agreement, to oversee compliance hereof thereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice In the event of any a breach by the Assignor BBPLC of any representation, warranty or covenant under this Assignment Agreement its representations and warranties above that materially and adversely affects the value of any Certificateholders, BBPLC shall repurchase each such Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor or receipt of such notice of breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder with respect to purchase each such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined set forth in the Trust Pooling and Servicing Agreement). Notwithstanding Third-Party Beneficiary ----------------------- This Agreement shall inure to the foregoingbenefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Trustee and its successors and assigns under the Pooling and Servicing Agreement shall be a third-party beneficiary to the provisions of this Agreement, howeverand shall be entitled to rely upon and directly to enforce such provisions of this Agreement, if such breach is a Qualification Defect (except as defined expressly limited by the terms hereof. Except as expressly stated otherwise herein or in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral File Pooling and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as any right of the Servicing Agreement relates Trustee to such Mortgage Loan. Except as specifically set forth hereindirect, the Assignee shall have no responsibility to enforce appoint, consent to, approve of, or take any provision of action under this Assignment Agreement, shall be a right exercised by the Trustee in its sole and absolute discretion. Governing Law ------------- THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Counterparts ------------ This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to oversee compliance hereof or to take notice be an original, but all of any breach or default thereofwhich counterparts shall together constitute but one and the same instrument.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 seventy-five (75) days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver to first proceed against the Assignor or its designee Servicer. If the related Collateral File and shall assign to the Assignor all Servicer does not within sixty (60) days after notification of the Assignee’s rights breach, take steps to cure such breach (which may include certifying to progress made and obligations requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase, but only insofar as or substitute for the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Assigned Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Assigned Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee shall promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breachbreach (such date the “Defect Discovery Date”), the Assignee may enforce the Assignor’s obligation hereunder to purchase such Assigned Mortgage Loan from the Assignee at for an amount no less than an amount equal to the Purchase Price sum of (as defined i)(a) the outstanding principal balance (less any unreimbursed advances) and accrued and unpaid interest on such loan or (i)(b) in the case of REO property, the fair market value (less any unreimbursed advances), whichever is less, and (ii) any costs and damages incurred by the Trust Agreement)in connection with any violation by such loan of any predatory or abusive lending law. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of that the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Sale and Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer. If the Servicer does not within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale and Servicing Agreement) or purchase, or substitute for the Assigned Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Assigned Mortgage Loan from the Trust for an amount no less than an amount equal to the sum of (i)(a) the outstanding principal balance (less any unreimbursed advances) and accrued and unpaid interest on such loan or (i)(b) in the case of REO property, the fair market value (less any unreimbursed advances), whichever is less, and (ii) any costs and damages incurred by the Trust in connection with any violation by such loan of any predatory or abusive lending law. In such event, the Assignor or its designee the related Collateral File and shall assign succeed to the Assignor all rights of the Assignee’s rights and Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Assigned Mortgage Loan under the Servicing Agreement, but only insofar as terms of the Sale and Servicing Agreement relates with respect to such Assigned Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days from of the earlier of either discovery by the Assignor of such breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 60 days of discovery of such Qualification Defect. In the event the Seller has breached a representation or warranty under the Sale Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Seller. If the Seller does not within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, to the extent permitted under the Servicing Agreement) or repurchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust at the Purchase Price (each as defined in the Trust Agreement). In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Seller to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 seventy-five (75) days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing AgreementFlow SWSA, but only insofar as the Servicing Agreement Flow SWSA relates to such Mortgage Loan. In the event the Servicer has breached a representation or warranty under the Flow SWSA that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Flow SWSA) or purchase, or substitute for the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the trust formed pursuant the Trust Agreement. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Flow SWSA with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 seventy-five (75) days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Sale and Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer. If the Servicer does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale and Servicing Agreement) or purchase, or substitute for the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the Assignor or its designee the related Collateral File and shall assign to the Assignor all rights of the Assignee’s rights and Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement, but only insofar as terms of the Sale and Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementSale Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, howevera breach of any of the representations and warranties set forth in paragraphs (xxiii), if such breach is a Qualification Defect (as defined in xxxix), (xlvii), (xlviii), (l)(3), (l)(4), (l)(6)-(8) or (lii) of Section 7.02 of the Sale Agreement, or in clauses (c), then (d), (e), (f) or (h) of Section 7 of this Assignment Agreement, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event the Responsible Party has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Responsible Party to cure such breach or purchase such mortgage loan from the Trust. If the Responsible Party does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Responsible Party has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Responsible Party to cure any breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Sale Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing such Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 seventy-five (75) days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing AgreementFlow SWSA, but only insofar as the Servicing Agreement Flow SWSA relates to such Mortgage Loan. In the event the Servicer has breached a representation or warranty under the Flow SWSA that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Flow SWSA) or purchase, or substitute for the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the trust formed pursuant the Trust Agreement. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Flow SWSA with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss loss, or the Assignee has a reasonable, good faith belief that it will incur a loss, as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce Assignor shall, at the AssignorAssignee’s obligation hereunder to purchase such option, repurchase the Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust same manner set forth in Section 3.03 of the related Servicing Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty hereunder or under the Servicing Agreements, as amended hereby, that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach or repurchase the Assignor or its designee Mortgage Loan in the same manner as set forth in Section 3.03 of the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the related Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, and if the Assignor does not cure such breach in all material respects within 90 ninety (90) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding In the foregoingevent the Servicer has breached a representation or warranty under the Servicing Agreement that materially and adversely affects the value of any mortgage Loan, howeveror the interest of the Assignee therein, if and thus is obligated to repurchase such Mortgage Loan under the Servicing Agreement, and such breach is substantially identical to, or covers the same matters as, a Qualification Defect representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as defined in permitted under the Sale Servicing Agreement)) or purchase the Mortgage Loan, then the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Servicing Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementServicing Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Servicing Agreement), then such cure or repurchase must take place within 75 days of the Defect Discovery Date. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of discovery the breach. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or purchase such mortgage loan from the Trust. If the Servicer does not within 60 days after notification of the breach, take steps to cure such Qualification Defectbreach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Servicing Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 90 days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the such Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Sale Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the such Servicing Agreement and Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 60 days of discovery of such Qualification Defect. In the event the Seller has breached a representation or warranty with respect to a Mortgage Loan under the applicable Sale Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Seller. If the Seller does not within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, to the extent permitted under the applicable Sale Agreement) or repurchase the affected Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust at the Purchase Price (each as defined in the Trust Agreement). In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Seller to cure such breach or repurchase such Mortgage Loan under the terms of the applicable Sale Agreement. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the applicable Sale Agreement and the applicable Servicing Agreement, but only insofar as the Sale Agreement and Servicing Agreement relates relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice by Seller of a breach of any breach of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to the Purchaser and Agent. Upon any such discovery by Purchaser, Purchaser will notify Seller. It is understood and agreed that the Assignor representations and warranties set forth in Exhibit B to this Agreement with respect to the Eligible Mortgage Loans shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Eligible Mortgage Loans and shall inure to the benefit of the Purchaser. The fact that the Purchaser has conducted or has failed to conduct any partial or complete due diligence investigation in connection with its purchase of any representation, warranty Eligible Mortgage Loan shall not affect the Purchaser’s right to demand repurchase or covenant any other remedy as provided under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein Agreement. Seller shall, within five (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 days 5) Business Days of the earlier of either Seller’s discovery by or receipt of notice with respect to any Eligible Mortgage Loan of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the Assignor items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from the date on which it is notified of the breachPurchaser, the Assignee may enforce the Assignorat Purchaser’s obligation hereunder to purchase option, repurchase such Eligible Mortgage Loan from at a purchase price equal to the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if with respect to such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Eligible Mortgage Loan by the Assignor, the Assignee shall promptly deliver wire transfer to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereofaccount designated by Purchaser.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale AgreementAgreement or, in limited circumstances (as set forth below), then substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event Ameriquest has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against Ameriquest to cure such breach or purchase such mortgage loan from the Trust. If Ameriquest does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which Ameriquest has breached a representation and warranty and is obligated to repurchase must take such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place within 90 a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of discovery of such Qualification Defectthe breach. In the event of a repurchase of any Mortgage Loan by Ameriquest (or in the case of the Assignor, a repurchase or substitution of any Mortgage Loan) hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of Ameriquest to cure any breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by Ameriquest or the repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee Trustee shall deliver to Ameriquest or the Assignee, as applicable, the related Mortgage Files. Upon the receipt of such Mortgage Files, Ameriquest or Assignee, as applicable, shall promptly deliver to the Assignor or its designee the related Collateral File such Mortgage Files and shall assign to the Assignor all of the Assignee’s its rights and obligations to such Mortgage Loan under the Servicing Sale Agreement, but only insofar as the Servicing such Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of the discovery of such Qualification Defect. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer as to such breach. If the Assignor or its designee the related Collateral File and shall assign to the Assignor all Servicer does not within 60 days after notification of the Assignee’s rights breach, take steps to cure such breach (which may include certifying to progress made and obligations requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or repurchase, but only insofar as or substitute for, the affected Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase such Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver to first proceed against the Assignor or its designee Servicer. If the related Collateral File and shall assign to the Assignor all Servicer does not within 60 days after notification of the Assignee’s rights breach, take steps to cure such breach (which may include certifying to progress made and obligations requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase for the Mortgage Loan, but only insofar as the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the related Servicing Agreement relates with respect to such Mortgage Loan. Loan Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 forty-five (45) days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Warranties and Servicing Agreements that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer. If the Servicer does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the related Warranties and Servicing Agreement) or purchase, or substitute for the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the trust formed pursuant the Trust Agreement. In such event, the Assignor shall succeed to the Assignor rights of the Assignee to enforce the obligations of the Servicer to cure such breach or its designee repurchase such Mortgage Loan under the terms of the related Collateral File Warranties and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Sale Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement and Sale Agreement, but only insofar as the such Servicing Agreement and Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding In the foregoingevent the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, howeveror covers the same matters as, if a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within sixty (60) days after notification of the breach, take steps to cure such breach is a Qualification Defect (which may include certifying to progress made and requesting an extension of the time to cure such breach, as defined in permitted under the Sale Servicing Agreement)) or purchase the Mortgage Loan, then the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Servicing Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Servicing Agreement), then such cure or repurchase must take place within 90 seventy-five (75) days of discovery of such Qualification Defect. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 forty-five (45) days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Warranties and Servicing Agreements that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer. If the Servicer does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Warranties and Servicing Agreements) or purchase, or substitute for the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the Assignor rights of the Assignee to enforce the obligations of the Servicer to cure such breach or its designee repurchase such Mortgage Loan under the terms of the related Collateral File Warranties and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof thereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 ninety (90) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement) or, in limited circumstances (as set forth below). Notwithstanding the foregoing, however, if substitute such breach is mortgage loan for a Qualification Defect Substitute Mortgage Loan (as defined below). The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Sale Agreement)Substitution Adjustment Amount, then if any, provided that any such cure or repurchase must take place within 90 substitution shall be effected not later than ninety (90) days from the date on which it is notified of discovery of such Qualification Defectthe breach. In the event of the Servicer has breached a repurchase representation or warranty under the Servicing Agreement that materially and adversely affects the value of any Mortgage Loan by Loan, or the Assignor, interest of the Assignee shall promptly deliver therein, and thus is obligated to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations repurchase such Mortgage Loan under the Servicing Agreement, but only insofar as and such breach is substantially identical to, or covers the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth hereinsame matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall have no responsibility first proceed against the Servicer to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any cure such breach or default thereof.purchase such Mortgage Loan from the

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 ninety (90) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement) or, in limited circumstances (as set forth below). Notwithstanding the foregoing, however, if substitute such breach is mortgage loan for a Qualification Defect Substitute Mortgage Loan (as defined below). The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Sale Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or purchase such Mortgage Loan from the Trust. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement)) or purchase the Mortgage Loan, then the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Servicing Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Servicing Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the such Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof. For purposes of this Section, “Deleted Mortgage Loan” and “Substitute Mortgage Loan” shall be defined as set forth below.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementSale Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 sixty (60) days of discovery of such Qualification Defect. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event the Servicer has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or purchase such mortgage loan from the Trust. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under each of the Servicing Agreement and the Sale Agreement, but only insofar as the Servicing Agreement each such agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, and if the Assignor does not cure such breach in all material respects within 90 ninety (90) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding In the foregoingevent the Servicer has breached a representation or warranty under the Servicing Agreement that materially and adversely affects the value of any mortgage Loan, howeveror the interest of the Assignee therein, if and thus is obligated to repurchase such Mortgage Loan under the Servicing Agreement, and such breach is substantially identical to, or covers the same matters as, a Qualification Defect representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as defined in permitted under the Sale Servicing Agreement)) or purchase the Mortgage Loan, then the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Servicing Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee applicable custodian on behalf of the Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and the Trustee shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Servicing Agreement), then such cure or repurchase must take place within 90 seventy-five (75) days of discovery of such Qualification Defect. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Custodian on behalf of the Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement). In the event the Responsible Party has breached a representation or warranty under the Sale Agreement that is substantially identical to, then or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Responsible Party. If the Responsible Party does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Responsible Party to cure such breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Sale Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee applicable custodian on behalf of the Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and the Trustee shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementSale Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, howevera breach of any of the representations and warranties set forth in paragraphs (g), (jj), (kk), (ll), (oo), (aaa), (bbb) or (ccc) of Section 9.02 of the Sale Agreement or in clauses (f) through (l) of Section 5 of this Assignment Agreement, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event Ameriquest has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against Ameriquest to cure such breach is a Qualification Defect or purchase such mortgage loan from the Trust. If Ameriquest does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as defined in permitted under the Sale Agreement)) or purchase the Mortgage Loan, then the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such cure breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which Ameriquest has breached a representation and warranty and is obligated to repurchase must take such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place within 90 a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of discovery of such Qualification Defectthe breach. In the event of a repurchase of any Mortgage Loan by Ameriquest (or in the case of the Assignor, a repurchase or substitution of any Mortgage Loan) hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of Ameriquest to cure any breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by Ameriquest or the repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee Trustee shall deliver to Ameriquest or the Assignee, as applicable, the related Mortgage Files. Upon the receipt of such Mortgage Files, Ameriquest or Assignee, as applicable, shall promptly deliver to the Assignor or its designee the related Collateral File such Mortgage Files and shall assign to the Assignor all of the Assignee’s its rights and obligations to such Mortgage Loan under the Servicing Sale Agreement, but only insofar as the Servicing such Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver to first proceed against the Assignor or its designee Servicer. If the related Collateral File and shall assign to the Assignor all Servicer does not within 60 days after notification of the Assignee’s rights breach, take steps to cure such breach (which may include certifying to progress made and obligations requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase, but only insofar as or substitute for the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the related Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of the discovery of such Qualification Defect. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer as to such breach. If the Assignor or its designee the related Collateral File and shall assign to the Assignor all Servicer does not within 60 days after notification of the Assignee’s rights breach, take steps to cure such breach (which may include certifying to progress made and obligations requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or repurchase, but only insofar as or substitute for, the affected Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase such Mortgage Loan from the Trust Fund. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. (a) Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, and if the Assignor does not cure such breach in all material respects within 90 ninety (90) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Servicing Agreement). Notwithstanding In the foregoingevent the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, howeveror covers the same matters as, if a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach is a Qualification Defect (which may include certifying to progress made and requesting an extension of the time to cure such breach, as defined in permitted under the Sale Servicing Agreement)) or purchase the Mortgage Loan, then the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Servicing Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery by any party to this Assignment Agreement or notice to any such party of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), such party shall notify the Assignee and the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Custodial Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing AgreementAgreements and Section S of the PPTL, but only insofar as the Servicing Agreement relates Agreements or Section Q of the PPTL relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice (a) (i) In the event that FNMA requests repurchase of a Mortgage Loan as a result of any breach by the Assignor act, error or omission of Seller, any Originator (other than Purchaser) or any Prior Servicer, or any employee, agent or representative acting on their behalf, or as a result of any representationother fact or circumstance pertaining to the period before each applicable Sale Date, warranty Purchaser shall provide Seller with a written notice (a “Claim Notice”) identifying the basis for the repurchase request. Any such Claim Notice shall be delivered to Seller within seven (7) Business Days of FNMA’s request. The Claim Notice shall be accompanied by a copy of FNMA’s repurchase request and all applicable supporting documentation, including but not limited to servicing, collections and payment histories. Purchaser shall cooperate in good faith with Seller in responding to FNMA’s repurchase request and in seeking to remedy the problems giving rise to the repurchase request, including but not limited to seeking an appropriate extension of time from FNMA to correct or covenant under cure the alleged defect or indemnification demand. If Seller fails to cure the same within thirty (30) calendar days (or such lesser or longer time as may be required by FNMA) from the date Purchaser provides the Claim Notice to Seller, Purchaser agrees to allow Seller thirty (30) calendar days (or such lesser or longer time as may be required by FNMA) to appeal the repurchase request. After the expiration of this Assignment Agreement that materially appeal period, upon Purchaser’s demand, Purchaser shall reconvey to Seller pursuant to Section 10.02(b)(ii), and adversely affects the value of any Seller shall repurchase, such Mortgage Loan or the interest of related REO Property from Purchaser or FNMA, as applicable, at the Assignee therein (it being understood that any purchase price established by FNMA. Upon such defect or breach repurchase, MLCC shall be deemed to have materially the Investor and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly Purchaser shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 days of the earlier of either discovery by the Assignor of such breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase service such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver Loans pursuant to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the MLCC Portfolio Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. (a) Upon discovery by any of the Depositor, the Master Servicer, the Securities Administrator (including in connection with any notice received in respect of a Certificateholder Reviewed Defective Mortgage Loan), the Designated Successor Servicer, the Servicer, the Trustee or notice the Custodian of (i) any defective document in, or that, a document is missing from, a Mortgage File which defect or missing document prevents or materially delays the Trust from (A) realizing against the related Mortgaged Property through foreclosure or similar loss mitigation activity or (B) processing any title claim under the related title insurance policy or (ii) the breach by a Seller of any breach by representation or warranty set forth in Section 6.01 of the Assignor of any representation, warranty or covenant under this Assignment Mortgage Loan Purchase Agreement that materially and adversely affects the value in respect of any Mortgage Loan or which materially adversely affects the interest of the Assignee therein (it being understood Certificateholders therein, the party discovering such breach shall give prompt written notice of such defect, missing document or breach to the other parties hereto, the applicable Seller and American General. The Custodian shall give such notice in the form of an exception report. Upon receipt of any such notice, the Trustee shall promptly request that any the applicable Seller cure such defect, deliver such missing document or cure such breach, as applicable, within 60 days from the date such Seller was notified of such missing document or defect or such breach. If the applicable Seller does not deliver such missing document or cure such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor Seller does not cure such breach in all material respects respects, as applicable, during such 60 day period, the Trustee, on behalf of the Trust, shall enforce such Seller’s obligation under the Mortgage Loan Purchase Agreement, and cause such Seller, to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price on the last Business Day of the calendar month in which such 60 day period expires (such last Business Day for any such Mortgage Loan, the “Repurchase Date”). Pursuant to the Mortgage Loan Purchase Agreement, to the extent a Seller fails to repurchase a Defective Mortgage Loan as required by the Mortgage Loan Purchase Agreement, American General shall be obligated to repurchase such Defective Mortgage Loan within 90 25 days of the applicable Repurchase Date. Notwithstanding the foregoing, in no event shall the applicable Seller or American General be required to repurchase any Disputed Mortgage Loan unless American General is the Losing Party with respect to such Disputed Mortgage Loan, in which case American General shall be required to repurchase such Disputed Mortgage Loan in accordance with this Section 2.03. In the event that American General has not repurchased any Certificateholder Reviewed Defective Mortgage Loan at the conclusion of the 25 Business Day period after the applicable Repurchase Date and American General disputes the applicable Requesting Certificateholders’ determination that such Certificateholder Reviewed Defective Mortgage Loan is required to be repurchased (each such Certificateholder Reviewed Defective Mortgage Loan, a “Disputed Mortgage Loan”), such Disputed Mortgage Loan will be included in the next Arbitration Review. Subject to the following sentence, it is understood and agreed that a particular Mortgage Loan may become a Disputed Mortgage Loan in more than one instance and may be included in more than one Arbitration Review. Notwithstanding anything herein to the contrary, if any issue with respect to any Mortgage Loan is decided pursuant to an Arbitration Review and American General is the Winning Party of the related arbitration then in no event shall (i) there be any arbitration in connection with a substantially similar issue with respect to such Mortgage Loan or (ii) the applicable Seller or American General be required to repurchase such Mortgage Loan in connection with any substantially similar issue. In the event that American General is the Winning Party with respect to any Disputed Mortgage Loan included in an Arbitration Review, American General shall not be required to repurchase such Disputed Mortgage Loan. In the event that American General is the Losing Party with respect to any Disputed Mortgage Loan included in an Arbitration Review, American General shall promptly repurchase such Disputed Mortgage Loan. All reasonable costs of the Winning Party incurred in connection with the arbitration of any Disputed Mortgage Loan shall be reimbursed by the Losing Party; provided, that, in the event that American General is the Winning Party with respect to any Disputed Mortgage Loan, the “Losing Party” shall be deemed to refer to the applicable Requesting Certificateholders (and, for the avoidance of doubt, neither the Trustee nor the Trust Fund shall be required to pay such reasonable costs to American General). In no event shall the Trustee be obligated to undertake any obligations with respect to the arbitration of any Disputed Mortgage Loan unless the applicable Requesting Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. In addition, if the Trustee receives written notice from the Depositor, the Master Servicer, the Securities Administrator or the Servicer of a breach of a representation with respect to a Mortgage Loan set forth in Section 6.01(6) or (13) of the Mortgage Loan Purchase Agreement that results from a violation of applicable predatory or abusive lending laws, the Trustee, on behalf of the Trust, shall enforce the right of the Trust to reimbursement by the applicable Seller or, if the applicable Seller fails to reimburse the Trust, American General, for any costs or damages directly incurred by the Trust as a result of the violation of such applicable predatory or abusive lending law (such amount, the “Reimbursement Amount”). It is understood and agreed that the representations and warranties set forth in Section 6.01 of the Mortgage Loan Purchase Agreement shall survive the transfer and assignment of the Mortgage Loans to the Trust and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. Notwithstanding anything to the contrary herein, it is understood and agreed that the obligations of the Sellers (and, if applicable, American General) expressly set forth in this Section 2.03(a) and in Section 2.03(d) constitute (i) the sole remedies available to the Certificateholders and to the Trustee on their behalf in respect of a breach of the representations and warranties contained in Section 6.01 of the Mortgage Loan Purchase Agreement and (ii) the sole remedies available to the Certificateholders and to the Trustee on their behalf in respect of defects or missing documentation with respect to the Mortgage Files. The representations and warranties of the Sellers set forth in the Mortgage Loan Purchase Agreement, which have been assigned to the Trustee hereunder, were made as of the dates specified in the Mortgage Loan Purchase Agreement. It is hereby acknowledged and agreed that the Depositor shall have no obligation or liability with respect to any defects or missing documentation with respect to the Mortgage Files or any breach of any representation or warranty contained in Section 6.01 of the Mortgage Loan Purchase Agreement under any circumstances. The Purchase Price for any repurchased Mortgage Loan shall be deposited in the Master Servicer Custodial Account. Upon receipt of (x) a written notice from the Master Servicer of such deposit and (y) a Request for Release from the Servicer, the Custodian, on behalf of the Trustee, shall release the related Mortgage File to the applicable Seller and the Trustee promptly shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the applicable Seller shall furnish to it and as shall reasonably be necessary to vest in such Seller any Mortgage Loan released pursuant hereto. Thereafter, neither the Trustee nor the Custodian shall have any further responsibility with regard to such Mortgage Loan. (b) Within 30 days of the earlier of either discovery by the Assignor Servicer or receipt of notice by the Servicer of the breach of any representation, warranty or covenant of the Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Servicer shall cure such breach in all material respects. (c) [Reserved] (d) Upon discovery by a Seller, the Servicer, the Master Servicer, the Securities Administrator or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of Trustee that any Mortgage Loan by does not constitute a “qualified mortgage” within the Assignormeaning of Section 860G(a)(3) of the Code, the Assignee party discovering such fact shall promptly deliver within two Business Days of such discovery give written notice thereof to such other parties, and the applicable Seller shall repurchase such affected Mortgage Loan within 60 days of the earlier of the receipt of such notice or the making of such discovery, as applicable (such 60th day, the “Non-Qualified Mortgage Repurchase Date”). Any such repurchase shall be made in substantially the same manner as set forth in Section 2.03(a). The Trustee shall reconvey to the Assignor applicable Seller the Mortgage Loan to be released pursuant hereto in substantially the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or its designee the related Collateral File and shall assign warranty. Pursuant to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Loan Purchase Agreement, to oversee compliance hereof or the extent a Seller fails to take notice repurchase any such affected Mortgage Loan as required by the Mortgage Loan Purchase Agreement, American General is obligated to repurchase such affected Mortgage Loan within 25 days of any breach or default thereofthe applicable Non-Qualified Mortgage Repurchase Date.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement)Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 seventy-five (75) days of the date of discovery of such Qualification Defect. In the event the Servicer has breached a representation or warranty under the Flow SWSA that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within sixty (60) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Flow SWSA) or purchase, or substitute for the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the related Flow SWSA with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing AgreementFlow SWSA and the related Trade Confirmation, but only insofar as the Servicing Agreement relates Flow SWSA or the related Trade Confirmation relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice by Seller of a breach of any breach of the representations and warranties set forth on Exhibit B-1 or B-2 to this Agreement, as applicable, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by the Assignor Purchaser, the Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B-1 or B-2 to this Agreement, as applicable, with respect to the Mortgage Loans and REO Property, as applicable, shall survive delivery of the respective Mortgage Loan Files to the Purchaser or Custodian with respect to the Mortgage Loans or of the respective REO Property File with respect to the REO Property and shall inure to the benefit of Purchaser. The fact that Purchaser has conducted or has failed to conduct any representation, warranty partial or covenant under this Assignment Agreement that materially and adversely affects the value complete due diligence investigation in connection with its purchase of any Mortgage Loan shall not affect Purchaser’s right to demand repurchase or the interest of the Assignee therein any other remedy as provided under this Agreement. Seller shall, within five (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 days 5) Business Days of the earlier of either Seller’s discovery by or receipt of notice with respect to any Mortgage Loan or REO Property of (i) any breach of a representation or warranty contained in Exhibit B-1 or B-2 to this Agreement, as applicable, or (ii) any failure to deliver any of the Assignor items required to be delivered as part of the Mortgage Loan File or REO Property File within the time period required for delivery pursuant to the Custodial Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or the date on which it is notified delivery failure or receipt of the breachnotice thereof that such breach or delivery failure has not been remedied by Seller, the Assignee may enforce the AssignorSeller shall promptly upon receipt of written instructions from Purchaser, at Purchaser’s obligation hereunder to purchase option, repurchase such Mortgage Loan from at a purchase price equal to the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if with respect to such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver wire transfer to the Assignor or its designee account designated by the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereofPurchaser.

Repurchase of Mortgage Loans. Upon discovery or notice by Seller of a breach of any breach of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to the Purchaser and Agent. Upon any such discovery by Purchaser, Purchaser will notify Seller. It is understood and agreed that the Assignor representations and warranties set forth in Exhibit B to this Agreement with respect to the Eligible Mortgage Loans shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Eligible Mortgage Loans and shall inure to the benefit of the Purchaser. The fact that the Purchaser have conducted or have failed to conduct any partial or complete due diligence investigation in connection with its purchase of any representation, warranty Eligible Mortgage Loan shall not affect the Purchaser’s right to demand repurchase or covenant any other remedy as provided under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein Agreement. Seller shall, within five (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 days 5) Business Days of the earlier of either Seller’s discovery by or receipt of notice with respect to any Eligible Mortgage Loan of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the Assignor items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from the date on which it is notified of the breachPurchaser, the Assignee may enforce the Assignorat Purchaser’s obligation hereunder to purchase option, repurchase such Eligible Mortgage Loan from at a purchase price equal to the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if with respect to such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Eligible Mortgage Loan by the Assignor, the Assignee shall promptly deliver wire transfer to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereofaccount designated by Purchaser.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement). In the event the Responsible Party has breached a representation or warranty under the Sale Agreement that is substantially identical to, then or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Responsible Party. If the Responsible Party does not within thirty (30) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Responsible Party to cure such breach, repurchase must take place within 90 days or substitute such Mortgage Loan under the terms of discovery of the Sale Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Sale and Servicing Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale and Servicing Agreement), then such cure or repurchase must take place within 90 60 days of discovery of such Qualification Defect. In the event a PHH Party has breached a representation or warranty under the Sale and Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against such PHH Party. If the PHH Party does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale and Servicing Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of such PHH Party to cure such breach or repurchase such Mortgage Loan under the terms of the Sale and Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the AssignorAssignor or PHH, the Assignee shall promptly deliver to the Assignor or its designee PHH, as applicable, or to such party's designee, the related Collateral Mortgage File and shall assign to the Assignor such party all of the Assignee’s 's rights and obligations under the Sale and Servicing Agreement, but only insofar as the Sale and Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Sale Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 within (60) days of discovery of such Qualification Defect. In the event the Servicer has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee applicable custodian on behalf of the Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and the Trustee shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. by the Originator or the Seller. (a) Upon discovery that any document does not satisfy, or is not in compliance with the review criteria or receipt of written notice of any materially defective document in, or that a document is missing from, a Mortgage File or that any document in a Mortgage File is materially inconsistent with the Mortgage Loan Schedule or of the breach by the Assignor Originator or the Seller of any representationrepresentation or warranty under the Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase Agreement, warranty or covenant under this Assignment Agreement that as applicable, in respect of any Mortgage Loan which materially and adversely affects the value of any such Mortgage Loan Loan, Prepayment Charge or the interest therein of the Assignee therein Certificateholders, the Trustee shall promptly notify the Originator or the Seller, as the case may be, the Servicer and the NIMS Insurer of such defect, missing document or breach and request that, in the case of a defective or missing document, the Seller (it being understood that any or if an obligation of the Originator under the Originator Mortgage Loan Purchase Agreement, the Originator) shall cure such defect or breach shall be deemed to have materially and adversely affected deliver such missing document within 120 days from the value of date the related Mortgage Loan Seller or the interest Originator was notified of such missing document or defect or, in the Assignee therein if case of a breach of a representation or warranty, request the Assignee incurs a loss Originator or the Seller, as a result applicable, cure such breach within 90 days from the date the Originator or the Seller, as the case may be, was notified of such breach. If the Originator or the Seller, as applicable, does not deliver such missing document or cure such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects during such period, the Trustee shall enforce the Originator's or the Seller's obligation, as the case may be, under the Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase Agreement, as applicable, and cause the Originator or the Seller, as applicable, to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such period (subject to Section 2.03(c)). The Purchase Price for the repurchased Mortgage Loan shall be deposited in the Collection Account, and the Trustee, upon receipt of written notice from the Servicer of such deposit, shall release to the Originator or the Seller, as applicable, the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in the Originator or the Seller, as the case may be, any Mortgage Loan released pursuant hereto and the Trustee shall have no further responsibility with regard to such Mortgage File. It is understood and agreed that the representations and warranties set forth in the Originator Mortgage Loan Purchase Agreement and the Mortgage Loan Purchase Agreement shall survive delivery of the Mortgage Files to the Trustee and the Closing Date and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations of the Originator and the Seller set forth in this Section 2.03(a) to cure or repurchase a Mortgage Loan pursuant to the Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase Agreement, as applicable, and to pay the Reimbursement Amount constitute the sole remedies available to the Certificateholders and to the Trustee on their behalf respecting a breach of the representations and warranties contained in the Originator Mortgage Loan Purchase Agreement and the Mortgage Loan Purchase Agreement. The preceding sentence shall not, however, limit any remedies available to the Certificateholders, the Depositor or the Trustee on behalf of the Certificateholders pursuant to the Originator Mortgage Loan Purchase Agreement signed by the Servicer in its capacity as Originator, respecting a breach of the representations, warranties and covenants of the Servicer in its capacity as Originator contained in the Originator Mortgage Loan Purchase Agreement. Claims with respect to the breaches of representations and warranties of the Originator relating to the Mortgage Loans in the Originator Mortgage Loan Purchase Agreement, which have been assigned to the Trustee hereunder, may not be made on or after May 27, 2008. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the Originator under the Originator Mortgage Loan Purchase Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Purchase Agreement (other than Seller's representations with respect to predatory and abusive lending laws in Sections 3.01(i), 3.01(ii) and 3.01(iii) of the Mortgage Loan Purchase Agreement), the only right or remedy of the Trustee or of any Certificateholder for claims made prior to May 27, 2008 shall be the Trustee's right to enforce the obligations of the Originator with respect to a breach of the applicable representation or warranty made by it. The Trustee acknowledges that prior to May 27, 2008 the Seller shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans (except as otherwise set forth in this paragraph) if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the Originator in the Originator Mortgage Loan Purchase Agreement, without regard to whether the Originator fulfills its contractual obligations in respect of such representation or warranty. In addition, to the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach (regardless of the date of such breach) of both (x) the Originator's representations with respect to predatory and abusive lending laws in Section 3.03(g), (bb), (ss) and (tt) of the Originator Mortgage Loan Purchase Agreement and (y) the Seller's representations with respect to predatory and abusive lending laws in Section 3.01(i), 3.01(ii) or 3.01(iii) of the Mortgage Loan Purchase Agreement, the Originator shall be obligated to pay the Reimbursement Amount relating to such Mortgage Loan to the extent provided in the Originator Mortgage Loan Purchase Agreement. To the extent the Originator fails or is not obligated to pay the Reimbursement Amount, the Trustee shall be entitled to enforce the Seller's obligation to pay such Reimbursement Amount. In any event, the Reimbursement Amount shall be delivered to the Servicer for deposit into the Collection Account within ten (10) days from the date the Originator or the Seller, as applicable, was notified by the Trustee of the Reimbursement Amount. (i) Within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of any representation, warranty or covenant of the Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Servicer shall cure such breach in all material respects. (ii) Notwithstanding the provisions of Section 2.03(b)(i) above, (A) on the later of (x) the Servicer Remittance Date next following the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the representation made by the Servicer in Section 2.05(x), which breach materially and adversely affects the interests of the Holders of the Class P Certificates to any Prepayment Charge and (y) the Servicer Remittance Date next following the Prepayment Period relating to such a breach, the Servicer shall deposit into the Collection Account the amount of the scheduled Prepayment Charge, less any amount collected and deposited by the Servicer into the Collection Account in respect of such Prepayment Charge; and (B) on the later of (x) the Servicer Remittance Date next following the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the covenant made by the Servicer in Section 2.05(xi), which breach materially and adversely affects the interests of the Holders of the Class P Certificates to any Prepayment Charge and (y) the Servicer Remittance Date next following the Prepayment Period relating to such a breach, the Servicer shall deposit into the Collection Account, as a Servicer Prepayment Charge Payment Amount, the amount of the waived Prepayment Charge, but only to the extent required under Section 2.03(b)(iii) below. (iii) If with respect to any Prepayment Period, (A) the dollar amount of Prepayment Charges that are the subject of breaches by the Servicer of the covenant made by the Servicer in Section 2.05(xiii), which breaches materially and adversely affect the interest of the Holders of the Class P Certificates to such Prepayment Charges, exceeds (B) 5% of the total dollar amount of Prepayment Charges payable by Mortgagors in connection with Principal Prepayments on the related Mortgage Loans that occurred during such Prepayment Period, then the amount required to be paid by the Servicer pursuant to Section 2.03(b)(ii)(B) above shall be limited to an amount, that when added to the amount of Prepayment Charges actually collected by the Servicer in respect of Prepayment Charges relating to Principal Prepayments on the related Mortgage Loans that occurred during such Prepayment Period, shall yield a sum equal to 95% of the total dollar amount of Prepayment Charges (exclusive of (A) Prepayment Charges not enforced or collected upon because (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally or (ii) the collectability thereof shall have been limited due to acceleration in connection with a foreclosure or other involuntary payment and (B) Prepayment Charges waived by the Servicer when such waiver does not breach the covenant set forth in Section 2.05(xi)) payable by Mortgagors in connection with Principal Prepayments on the related Mortgage Loans that occurred during such Prepayment Period. (iv) The right of the Holders of the Class P Certificates to any Servicer Prepayment Charge Payment Amounts as described in this section 2.03(b) shall not be an asset of any REMIC. (c) Upon discovery by the Originator, the Seller, the Servicer, the NIMS Insurer or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days (or in the case of the Originator, such other timeframe required pursuant to the Originator Mortgage Loan Purchase Agreement) give written notice thereof to the other parties. In connection therewith, the Originator or the Seller, as applicable, shall repurchase the affected Mortgage Loan within 90 days of the earlier of either discovery by the Assignor or receipt of such breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates notice with respect to such affected Mortgage Loan. Except In addition, upon discovery that a Mortgage Loan is defective in a manner that would cause it to be a "defective obligation" within the meaning of Treasury Regulations relating to REMICs, the Originator or the Seller, as specifically the case may be, shall cure the defect or make the required purchase no later than 90 days after the discovery of the defect. Any such repurchase shall be made in the same manner as set forth hereinin Section 2.03(a). The Trustee shall reconvey to the Originator or the Seller, as applicable, the Assignee shall have no responsibility Mortgage Loan to enforce any provision be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of this Assignment Agreement, to oversee compliance hereof a representation or to take notice of any breach or default thereofwarranty.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Sale and Servicing Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale and Servicing Agreement), then such cure or repurchase must take place within 90 sixty (60) days of discovery of such Qualification Defect. In the event the Servicer has breached a representation or warranty under the Sale and Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale and Servicing Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Sale and Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee applicable custodian on behalf of the Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and the Trustee shall assign to the Assignor all of the Assignee’s rights and obligations under the Sale and Servicing Agreement, but only insofar as the Sale and Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 days of the earlier of either discovery by the Assignor of such breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates relate to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementServicing Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Servicing Agreement), then such cure or repurchase must take place within 90 seventy-five (75) days of discovery of such Qualification Defect. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer to cure such breach or purchase such mortgage loan from the Trust. If the Servicer does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Servicer has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Servicing Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure any breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Agreement, but only insofar as the such Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 seventy-five (75) days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery In the event that either the ---------------------------- Company, the Administrator, the Trustee or notice the Certificate Insurer discovers a material breach of any breach of the representations, warranties or covenants made by any Originator or PWRES with respect to a PWRES Mortgage Loan pursuant to the Assignor of Mortgage Loan Purchase Agreement, any representation, warranty material defect or covenant under this Assignment Agreement that materially and adversely affects the value inaccuracy of any Mortgage Loan or the interest other documents constituting a part of the Assignee therein Mortgage File, or in any other certificate relating hereto, and, which breach or defect is such that, unless cured as provided in the Mortgage Loan Purchase Agreement, as applicable, the related Originator or PWRES would be required to repurchase such PWRES Mortgage Loan (it being understood that each, a "Defective Mortgage Loan") under the terms of such Mortgage Loan Purchase Agreement, the party discovering such breach or defect shall give prompt written notice to the other parties hereto and to the applicable Originator or to PWRES, and the Trustee shall pursue its remedies under Sections 7 and/or 8 of the Mortgage Loan Purchase Agreement (as applicable) in respect thereof. The Repurchase Price payable under the Mortgage Loan Purchase Agreement for any such defect or breach Defective Mortgage Loan shall be deemed remitted when received to have materially the Certificate Account for the benefit of the Certificateholders and adversely affected the value Certificate Insurer and, upon receipt by the Trustee of the items set forth in Section 7.10(b) with respect thereto, the Trustee shall deliver the related Mortgage File and shall execute and deliver such instruments of transfer or assignment as provided in Section 7.10(b). It is understood and agreed that the obligation of the applicable Originator or PWRES to repurchase any Defective Mortgage Loan and (if applicable) the indemnity obligations of PWRES under Section 14(a) of the Mortgage Loan Purchase Agreement shall constitute the sole remedy available to Certificateholders and the Certificate Insurer (or the interest Trustee on behalf of Certificateholders and the Assignee therein if the Assignee incurs Certificate Insurer) with respect to a loss as breach of a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 days of the earlier of either discovery by the Assignor of such breach or the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder representation and/or warranty with respect to purchase such a PWRES Mortgage Loan from under the Assignee at the Mortgage Loan Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined the repurchase of an ARM Mortgage Loan shall be required in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase breach of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee a representation under the related Collateral File and shall assign to Servicing Agreement regarding compliance with the Assignor all provisions of the Assignee’s rights Consumer Credit Protection Act, as amended, and obligations Regulation Z promulgated thereunder, only in the event that the ---- Mortgagor under such loan contests an interest rate adjustment made in accordance with the Servicing Agreement, but only insofar as the Servicing Agreement relates to provisions of such ARM Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Trustee on behalf of the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Trustee on behalf of the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement. In the event the Responsible Party has breached a representation or warranty under the Sale Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Responsible Party (to the extent the Responsible Party is obligated to repurchase such Mortgage Loan pursuant to Section 7.03 of the Sale Agreement). If the Responsible Party does not within sixty (60) days after notification of the breach, then take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Trustee on behalf of the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Responsible Party to cure such breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Sale Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee Trustee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing Sale Agreement relates to such Mortgage Loan. Notwithstanding the foregoing provisions of this paragraph, nothing contained herein shall obligate the Responsible Party to repurchase any Mortgage Loan unless, and to the extent that, the Responsible Party is require to repurchase such Mortgage Loan under the Sale Agreement to which the Responsible Party and GSMC are parties. Except as specifically set forth herein, the Assignee Trustee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Assigned Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Assigned Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 60 days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breachbreach (such date the “Defect Discovery Date”), the Assignee may enforce the Assignor’s obligation hereunder to purchase such Assigned Mortgage Loan from the Assignee at for an amount no less than an amount equal to the Purchase Price sum of (as defined i)(a) the outstanding principal balance (less any unreimbursed advances) and accrued and unpaid interest on such loan or (i)(b) in the case of REO property, the fair market value (less any unreimbursed advances), whichever is less, and (ii) any costs and damages incurred by the Trust Agreement)in connection with any violation by such loan of any predatory or abusive lending law. Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale Agreement)Defect, then such cure or repurchase must take place within 90 75 days of discovery of such Qualification Defectthe Defect Discovery Date. In the event of the Servicer has breached a repurchase of any Mortgage Loan representation or warranty under the Sale and Servicing Agreement that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver first proceed against the Servicer. If the Servicer does not, within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale and Servicing Agreement) or purchase, or substitute for the Assigned Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Assigned Mortgage Loan from the Trust for an amount no less than an amount equal to the sum of (i)(a) the outstanding principal balance (less any unreimbursed advances) and accrued and unpaid interest on such loan or (i)(b) in the case of REO property, the fair market value (less any unreimbursed advances), whichever is less, and (ii) any costs and damages incurred by the Trust in connection with any violation by such loan of any predatory or abusive lending law. In such event, the Assignor or its designee the related Collateral File and shall assign succeed to the Assignor all rights of the Assignee’s rights and Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Assigned Mortgage Loan under the Servicing Agreement, but only insofar as terms of the Sale and Servicing Agreement relates with respect to such Assigned Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined in the Sale AgreementAgreement or, in limited circumstances (as set forth below), then substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event the Responsible Party has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Responsible Party to cure such breach, purchase such mortgage loan from the Trust or in limited circumstances specified in the Sale Agreement, may substitute a Qualified Substitute Mortgage Loan. If the Responsible Party does not within thirty (30) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which the Responsible Party has breached a representation and warranty and is obligated to repurchase such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event of any repurchase or substitution of any Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Responsible Party to cure any breach or repurchase must take place within 90 days such Mortgage Loan under the terms of discovery of the Sale Agreement with respect to such Qualification DefectMortgage Loan. In the event of a repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Collateral Mortgage File and shall assign to the Assignor all of the Assignee’s 's rights and obligations under the Servicing Sale Agreement, but only insofar as the Servicing such Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce Assignor shall, at the AssignorAssignee’s obligation hereunder to purchase such option, repurchase the Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect (as defined same manner set forth in Section 3.03 of the Sale and Servicing Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of the Seller has breached a repurchase of any Mortgage Loan representation or warranty hereunder or under the Sale and Servicing Agreement, as amended hereby, that is substantially identical to a representation or warranty breached by the AssignorAssignor hereunder, the Assignee shall promptly deliver to first proceed against the Assignor or its designee Seller. If the related Collateral File and shall assign to the Assignor all Seller does not within sixty (60) days after notification of the Assignee’s rights breach, take steps to cure such breach or repurchase the Mortgage Loan in the same manner as set forth in Section 3.03 of the Sale and obligations under the Servicing Agreement, but only insofar as the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Seller to cure such breach or repurchase such Mortgage Loan under the terms of the Sale and Servicing Agreement relates with respect to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof hereof, or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice of any breach by the Assignor of any representation, warranty or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 sixty (60) days of the earlier of either discovery by the Assignor of such breach or from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s 's obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Repurchase Price (as defined in the Trust AgreementSale Agreement or, in limited circumstances (as set forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing, howevera breach of any of the representations and warranties set forth in paragraphs (g), (jj), (kk), (ll), (oo), (aaa), (bbb) or (ccc) of Section 9.02 of the Sale Agreement or in clauses (f) through (i) of Section 5 of this Assignment Agreement, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. The Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans and providing the Substitution Adjustment Amount, if any, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of the breach. In the event Ameriquest has breached a representation or warranty under the Sale Agreement that is substantially identical to, or covers the same matters as, a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against Ameriquest to cure such breach is a Qualification Defect or purchase such mortgage loan from the Trust. If Ameriquest does not within ninety (90) days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as defined in permitted under the Sale Agreement)) or purchase the Mortgage Loan, then the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such cure breach or to purchase or substitute for the Mortgage Loan from the Trust. In addition, the Assignor shall have the option, but is not obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which Ameriquest has breached a representation and warranty and is obligated to repurchase must take such Mortgage Loan under the Sale Agreement, by removing such Mortgage Loan and substituting in its place within 90 a Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than ninety (90) days from the date on which it is notified of discovery of such Qualification Defectthe breach. In the event of a repurchase of any Mortgage Loan by Ameriquest (or in the case of the Assignor, a repurchase or substitution of any Mortgage Loan) hereunder, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of Ameriquest to cure any breach or repurchase such Mortgage Loan under the terms of the Sale Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by Ameriquest or the repurchase or substitution of any Mortgage Loan by the Assignor, the Assignee Trustee shall deliver to Ameriquest or the Assignee, as applicable, the related Mortgage Files. Upon the receipt of such Mortgage Files, Ameriquest or Assignee, as applicable, shall promptly deliver to the Assignor or its designee the related Collateral File such Mortgage Files and shall assign to the Assignor all of the Assignee’s its rights and obligations to such Mortgage Loan under the Servicing Sale Agreement, but only insofar as the Servicing such Sale Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

Repurchase of Mortgage Loans. Upon discovery or notice by Seller of a breach of any breach of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to Purchasers. Upon any such discovery by the Assignor related Purchaser, the related Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Mortgage Loans shall survive delivery of the respective Mortgage Loan Files to the Purchasers or Custodian with respect to the Mortgage Loans and shall inure to the benefit of Purchasers. The fact that Purchasers have conducted or have failed to conduct any representation, warranty partial or covenant under this Assignment Agreement that materially and adversely affects the value complete due diligence investigation in connection with their purchase of any Mortgage Loan shall not affect Purchasers’ right to demand repurchase or the interest of the Assignee therein any other remedy as provided under this Agreement. Seller shall, within five (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 90 days 5) Business Days of the earlier of either Seller’s discovery by or receipt of notice with respect to any Mortgage Loan of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the Assignor items required to be delivered as part of the Mortgage Loan File within the time period required for delivery pursuant to the Custodial Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or the date on which it is notified delivery failure or receipt of the breachnotice thereof that such breach or delivery failure has not been remedied by Seller, the Assignee may enforce the AssignorSeller shall promptly upon receipt of written instructions from either Purchaser, at either Purchaser’s obligation hereunder to purchase option, repurchase such Mortgage Loan from at a purchase price equal to the Assignee at the Purchase Repurchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if with respect to such breach is a Qualification Defect (as defined in the Sale Agreement), then such cure or repurchase must take place within 90 days of discovery of such Qualification Defect. In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver wire transfer to the Assignor or its designee account designated by the related Collateral File and shall assign to the Assignor all of the Assignee’s rights and obligations under the Servicing Agreement, but only insofar as the Servicing Agreement relates to such Mortgage Loan. Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereofPurchaser.