Common use of Repurchase or Substitution Clause in Contracts

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Price. In addition, the Seller hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Company.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 2 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 3 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 3 above) within 60 90 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Pricethen unpaid principal balance thereof, plus accrued and unpaid interest at the applicable Mortgage Interest Rate, through the last day of the month in which such repurchase takes place. In addition, the Seller hereby agrees to reimburse the Company Purchaser for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company Company, to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 3 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than on the Scheduled Principal Balance date of substitution the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due criteria set forth in the month definition of substitution on "Substitute Mortgage Loan" in the Mortgage Loan for which such mortgage loan is substituted) Pooling and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substitutedServicing Agreement. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Company.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Price. In addition, the Seller hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and ), (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted, (iii) the same Gross Margin and Index as that of the Mortgage Loan for which it is substituted and (iv) the same frequency of mortgage rate adjustment as that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Company.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Price. In addition, the Seller hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and ), (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than than, that of the Mortgage Loan for which it is substituted, (iii) the same Gross Margin and Index as that of the Mortgage Loan for which it is substituted and (iv) the same frequency of mortgage rate adjustment as that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") of a Mortgage Loan which is in default or as to which default is reasonably foreseeable for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Company.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Price. In addition, the Seller hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and ), (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than than, that of the Mortgage Loan for which it is substituted, (iii) the same Gross Margin and Index as that of the Mortgage Loan for which it is substituted and (iv) the same frequency of mortgage rate adjustment as that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Company.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Price. In addition, the Seller hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") of a Mortgage Loan which is in default or as to which default is reasonably foreseeable for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Company.

Repurchase or Substitution. of Mortgage Loans by the Seller or the Depositor. (a) The Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by the Seller hereby agrees to repurchase of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan (i) for which any document is not deliveredthat materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, as provided in paragraph 3 above, (ii) which is found by the Trustee shall promptly notify the Seller and the Master Servicer of such defect, missing document or breach and request that the Custodian to be defective in any material respectSeller deliver such missing document or cure such defect or breach within 60 days from the date the Seller was notified of such missing document, as provided in the Pooling defect or breach, and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto if the Seller does not deliver such missing document or which cure such defect or breach in all material respects during such period, the Trustee, in accordance with Section 3.02(b), shall enforce the obligations of the Seller does not cure (as provided in paragraph 4 above) under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 60 90 days after the date on which the Seller was notified (subject to Section 2.03(e)) of such missing document, defect or breach, if and to the extent that the Seller is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the Collection Account and the Trustee, upon receipt of written certification from the Master Servicer of such deposit, shall release to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan released pursuant hereto and the Trustee shall have no further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan to be removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d). It is understood and agreed that the obligation of the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (b) Subject to Section 2.03(e), within 90 days of the earlier of discovery by the Depositor or receipt of notice thereof by the Depositor of the breach of any representation or warranty of the Depositor set forth in Section 2.04 with respect to any Mortgage Loan, which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Depositor shall (i) cure such breach in all material respects, (ii) repurchase the Mortgage Loan from REMIC I at the Purchase Price or (iii) remove such Mortgage Loan from REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d). If any such breach is a breach of any of the representations and warranties included in Section 2.04(a)(iv), and the Depositor is unable to cure such breach, the Depositor shall repurchase or substitute the smallest number of Mortgage Loans as shall be required to make such representation or warranty true and correct. The Purchase Price for any repurchased Mortgage Loan shall be delivered to the Master Servicer for deposit in the Collection Account, and the Trustee, upon receipt of written certification from the Trustee Master Servicer of such deposit, shall at the Depositor's direction release to the Depositor the related Mortgage File and shall execute and deliver such instruments of transfer or assignment furnished by the Depositor, in each case without recourse, as the Depositor shall furnish to it and as shall be necessary to vest in the Depositor any Mortgage Loan released pursuant hereto. (c) Within 90 days of the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Master Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan or Prepayment Charge, the Master Servicer shall cure such breach in all material respects. (d) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a), in the case of the Seller, or Section 2.03(b), in the case of the Depositor, must be effected prior to the date which is two years after the Startup Day for REMIC I. As to any Deleted Mortgage Loan for which the Seller or the CompanyDepositor substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Seller or the Depositor, as the case may be, delivering to the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers' Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The Trustee shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, review such documents as specified in Section 2.02 and deliver to the Depositor and the Master Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit C-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor and the Master Servicer a certification substantially in the form of Exhibit C-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of REMIC I and will be retained by the Depositor or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the Depositor or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Depositor shall give or cause to be given written notice to the Certificateholders that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and, in the case of a substitution effected by the Seller, the Mortgage Loan Purchase Agreement, including, in the case of a substitution effected by the Seller, all applicable representations and warranties thereof included in the Mortgage Loan Purchase Agreement, and in the case of a substitution effected by the Depositor, all applicable representations and warranties thereof set forth in Section 2.04, in each case as of the date of substitution. For any month in which the Depositor or the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (the "Substitution Shortfall Amount"), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date of substitution, together with one month's interest on such Scheduled Principal Balance at a price the applicable Net Mortgage Rate, plus all outstanding P&I Advances and Servicing Advances (including Nonrecoverable P&I Advances and Nonrecoverable Servicing Advances) related thereto. On the date of such substitution, the Depositor or the Seller, as the case may be, will deliver or cause to be delivered to the Master Servicer for deposit in the Collection Account an amount equal to the Repurchase PriceSubstitution Shortfall Amount, if any, and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the Master Servicer of such deposit, shall release to the Depositor or the Seller, as the case may be, the related Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Depositor or the Seller, as the case may be, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the Seller hereby agrees Depositor or the Seller, as the case may be, shall obtain at its own expense and deliver to reimburse the Company for Trustee an Opinion of Counsel to the effect that such substitution will not cause (a) any Reimbursement Amountfederal tax to be imposed on any of REMIC I, REMIC II or REMIC III, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (b) any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding. (e) Upon discovery by the Depositor, the Seller, the Master Servicer 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 give written notice thereof to the other parties. AlternativelyIn connection therewith, the Seller hereby agreesor the Depositor shall repurchase or, subject to the limitations set forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made by (i) the Seller if so requested the affected Mortgage Loan's status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of Seller under the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and Purchase Agreement, or (ii) the Depositor, if the affected Mortgage Loan's status as a Net Mortgage Interest Rate equal to and non-qualified mortgage is a Loan-to-Value Ratio no greater than that breach of any representation or warranty of the Mortgage Loan for which it Depositor set forth in Section 2.04, or if its status as a non-qualified mortgage is substituteda breach of no representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a), if made by the Seller, or Section 2.03(b), if made by the Depositor. The Seller Trustee shall remit reconvey to the CompanyDepositor or the Seller, in cashas the case may be, the difference between the unpaid principal balance of the Mortgage Loan to be substituted released pursuant hereto in the same manner, and on the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of same terms and conditions, as it would a Mortgage Loan (the "Prior Holder") repurchased for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Companywarranty.

Repurchase or Substitution. of Mortgage Loans by the Originator or the Seller. (a) The Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by the Originator or the Seller hereby agrees to repurchase of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement (including any representation, warranty or covenant regarding the Prepayment Charge Schedule) in respect of any Mortgage Loan (i) for which any that materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify the Originator, the NIMS Insurer, the Seller and the Master Servicer of such defect, missing document is not deliveredor breach and request that the Originator or the Seller, as provided in paragraph 3 aboveapplicable, (ii) which is found by deliver such missing document or cure such defect or breach within 90 days from the Trustee date the Originator or the Custodian to be defective in any material respectSeller, as provided in applicable, was notified of such missing document, defect or breach, and if the Pooling and Servicing AgreementOriginator or the Seller, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller as applicable, does not deliver such missing document or which cure such defect or breach in all material respects during such period, the Master Servicer, to the extent it is not the Originator, the Seller does not cure (or an Affiliate of the Seller, and otherwise the Trustee, in accordance with Section 3.02(b), shall enforce the obligations of the Originator or the Seller, as provided in paragraph 4 above) applicable, under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 60 90 days after the date on which the Originator or the Seller, as applicable, was notified (subject to Section 2.03(c)) of notice thereof such missing document, defect or breach, if and to the extent that the Originator or the Seller, as applicable, is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall be remitted to the Master Servicer for deposit in the Collection Account and the Trustee, upon receipt of written certification from the Trustee Master Servicer of such deposit, shall release to the Originator or the CompanySeller, as applicable, the related Mortgage File and the Trustee 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 applicable, any Mortgage Loan released pursuant hereto. The Trustee shall not have any further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement, the Originator or the Seller, as applicable, may cause such Mortgage Loan to be removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(b); provided, however, the Originator may not substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that violates any predatory or abusive lending law. It is understood and agreed that the obligation of the Originator or the Seller, as applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee and the Certificateholders. (b) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the date which is two years after the Startup Day for REMIC I. As to any Deleted Mortgage Loan for which the Originator or the Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Originator or the Seller, as applicable, delivering to the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers' Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment Amount (as described below), if any, in connection with such substitution. The Trustee shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, review such documents as specified in Section 2.02 and deliver to the Depositor, the NIMS Insurer and the Master Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit C-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor, the NIMS Insurer and the Master Servicer a certification substantially in the form of Exhibit C-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of REMIC I and will be retained by the Originator or the Seller, as applicable. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Depositor shall give or cause to be given written notice to the Certificateholders and the NIMS Insurer that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee and the NIMS Insurer. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement, including, all applicable representations and warranties thereof included in the Mortgage Loan Purchase Agreement. For any month in which the Originator or the Seller, as applicable, substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (the "Substitution Adjustment Amount"), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Principal Balance thereof as of the date of substitution, together with one month's interest on such Principal Balance at a price the applicable Net Mortgage Rate, plus all outstanding Advances and Servicing Advances (including Nonrecoverable Advances and Nonrecoverable Servicing Advances) related thereto. On the date of such substitution, the Originator or the Seller, as applicable, will deliver or cause to be delivered to the Master Servicer for deposit in the Collection Account an amount equal to the Repurchase PriceSubstitution Adjustment Amount, if any, and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the Master Servicer of such deposit, shall release to the Originator or the Seller, as applicable, the related Mortgage File or Files and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, the Originator or the Seller, as applicable, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the Seller hereby agrees Originator or the Seller, as applicable, shall obtain at its own expense and deliver to reimburse the Company for Trustee and the NIMS Insurer an Opinion of Counsel to the effect that such substitution will not cause (a) any Reimbursement Amountfederal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. (c) Upon discovery by the Depositor, the NIMS Insurer, the Originator, the Seller, the Master Servicer 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 give written notice thereof to the other parties. AlternativelyIn connection therewith, the Originator, the Seller hereby agreesor the Depositor shall repurchase or, subject to the limitations set forth in Section 2.03(b), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made by (i) the Originator or the Seller, as the case may be, if so requested the affected Mortgage Loan's status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Company to substitute for any such Mortgage LoanOriginator or the Seller, a new mortgage loan having characteristics such that as the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of case may be, under the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and Purchase Agreement, or (ii) the Depositor, if the affected Mortgage Loan's status as a Net Mortgage Interest Rate equal to and non-qualified mortgage is a Loan-to-Value Ratio breach of no greater than that of representation or warranty. Any such repurchase or substitution shall be made in the Mortgage Loan for which it is substitutedsame manner as set forth in Section 2.03(a). The Seller Trustee shall remit reconvey to the Company, in cashDepositor, the difference between Originator or the unpaid principal balance of Seller, as the case may be, the Mortgage Loan to be substituted released pursuant hereto in the same manner, and on the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of same terms and conditions, as it would a Mortgage Loan (the "Prior Holder") repurchased for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Companywarranty.

Repurchase or Substitution. (a) The Seller Wells Fargo Bank hereby agrees to repurchase any Mortgage Loan (i) for which xxxxx any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller Wells Fargo Bank does not deliver or which defect or breach the Seller Wells Fargo Xxxx does not cure (as provided in paragraph 4 above) within 60 withix 00 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Pricethen unpaid principal balance thereof, plus accrued and unpaid interest at the applicable Mortgage Interest Rate, through the last day of the month in which such repurchase takes place. In addition, the Seller Wells Fargo Bank hereby agrees to reimburse the Company for any Reimbursement Reimburxxxxxt Amount. Alternatively, the Seller Wells Fargo Bank hereby agrees, if so requested by the Company to substitute substxxxxx for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller Wells Fargo Bank further agrees that a substituted mortgage loan will have hxxx (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and ), (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than than, that of the Mortgage Loan for which it is substituted, (iii) the same Gross Margin and Index as that of the Mortgage Loan for which it is substituted and (iv) the same frequency of mortgage rate adjustment as that of the Mortgage Loan for which it is substituted. The Seller Wells Fargo Bank shall remit to the Company, in cash, the difference between bexxxxx the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In addition, Wells Fargo Bank shall pay (i) the amount of any Prepayment Premium (to xxx extent not collected and remitted to the Trust) to the Trust if Wells Fargo Bank is unable to collect a Prepayment Penalty as a result xx xxs enforceability being found to be limited or prohibited by applicable law and (ii) without duplication of any amount payable under clause (i), the amount due to the Trust by Wells Fargo Bank pursuant to the last paragraph of Section 2.03(a) of txx Xxoling and Servicing Agreement (any such amounts, the "Originator Prepayment Penalty Payment Amount"). Wells Fargo Bank shall remit to the Securities Administrator for deposix xxxo the Collection Account any Originator Prepayment Penalty Payment Amount by the Servicer Remittance Date following the month in which a Principal Prepayment was made on the related Mortgage Loan. (c) In the event that the Seller Wells Fargo Bank has a right against the originator or former owner of a Mortgage x Xxxtgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller Wells Fargo Bank may request the Company to repurchase the Mortgage Loan from Loax xxxm the Trust Estate pursuant to Section 3.08 2.03 of the Pooling and Servicing Agreement and the Seller Wells Fargo Bank agrees that at the time of the repurchase by the CompanyCompaxx, the Seller Xells Fargo Bank will repurchase the Mortgage Loan from the Company at a price x xxxce equal to the Repurchase Pricethen unpaid principal balance thereof, plus accrued and unpaid interest at the applicable Net Mortgage Interest Rate, through the last day of the month in which such repurchase takes place. At the time of any such repurchase by the SellerWells Fargo Bank, the Seller Wells Fargo Bank agrees either to promptly (i) liquidate such liquidxxx xuch Mortgage LoanXxxx, to the extent that the SellerWells Fargo Bank's rights in respect of the Prior Holder consist of a claim cxxxx for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller Wells Fargo Bank to the Company.

Repurchase or Substitution. (a) The Seller Wells Fargo Bank hereby agrees to repurchase any Mortgage Loan from the Xxxxany (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller Wells Fargo Bank does not deliver or which defect or breach the Seller Wells Fargo Xxxx does not cure (as provided in paragraph 4 above) within 60 withix 00 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Purchase Price. In addition, the Seller Wells Fargo Bank hereby agrees to reimburse the Company for any Reimbursement Reimburxxxxxt Amount. Alternatively, the Seller Wells Fargo Bank hereby agrees, if so requested by the Company to substitute substxxxxx for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller Wells Fargo Bank further agrees that a substituted mortgage loan will have (i) mxxx xhe requirements of an unpaid principal balance no greater than the Scheduled Principal Balance of the Eligible Substitute Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller Wells Fargo Bank shall remit to the Company, in cash, the difference between bexxxxx the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In addition, Wells Fargo Bank shall pay (i) the amount of any Prepayment Premium (to xxx extent not collected and remitted to the Trust) to the Trust if Wells Fargo Bank is unable to collect a Prepayment Penalty as a result xx xxs enforceability being found to be limited or prohibited by applicable law and (ii) without duplication of any amount payable under clause (i), the amount due to the Trust by Wells Fargo Bank pursuant to the last paragraph of Section 2.03(a) of txx Xxoling and Servicing Agreement (any such amounts, the "Originator Prepayment Penalty Payment Amount"). Wells Fargo Bank shall remit to the Securities Administrator for deposix xxxo the Collection Account any Originator Prepayment Penalty Payment Amount by the Servicer Remittance Date following the month in which a Principal Prepayment was made on the related Mortgage Loan. (c) In the event that the Seller Wells Fargo Bank has a right against the originator or former owner of a Mortgage x Xxxtgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller Wells Fargo Bank may request the Company to repurchase the Mortgage Loan from Loax xxxm the Trust Estate pursuant to Section 3.08 2.03 of the Pooling and Servicing Agreement and the Seller Wells Fargo Bank agrees that at the time of the repurchase by the CompanyCompaxx, the Seller Xells Fargo Bank will repurchase the Mortgage Loan from the Company at a price x xxxce equal to the Repurchase Pricethen unpaid principal balance thereof, plus accrued and unpaid interest at the applicable Net Mortgage Interest Rate, through the last day of the month in which such repurchase takes place. At the time of any such repurchase by the SellerWells Fargo Bank, the Seller Wells Fargo Bank agrees either to promptly (i) liquidate such liquidxxx xuch Mortgage LoanXxxx, to the extent that the SellerWells Fargo Bank's rights in respect of the Prior Holder consist of a claim cxxxx for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller Wells Fargo Bank to the Company.

Repurchase or Substitution. (a) The Seller Wells Fargo Bank hereby agrees to repurchase any Mortgage Loan from xxx Xompany (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller Wells Fargo Bank does not deliver or which defect or breach the Seller Wells Faxxx Xank does not cure (as provided in paragraph 4 above) within wixxxx 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Purchase Price. In addition, the Seller Wells Fargo Bank hereby agrees to reimburse the Company for any Reimbursement Reimxxxxxment Amount. Alternatively, the Seller Wells Fargo Bank hereby agrees, if so requested by the Company to substitute suxxxxxute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller Wells Fargo Bank further agrees that a substituted mortgage loan will have (i) wilx xxxt the requirements of an unpaid principal balance no greater than the Scheduled Principal Balance of the Eligible Substitute Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller Wells Fargo Bank shall remit to the Company, in cash, the difference between xxxxeen the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In addition, Wells Fargo Bank shall pay (i) the amount of any Prepayment Premium (xx xhe extent not collected and remitted to the Trust) to the Trust if Wells Fargo Bank is unable to collect a Prepayment Penalty as a resuxx xx its enforceability being found to be limited or prohibited by applicable law and (ii) without duplication of any amount payable under clause (i), the amount due to the Trust by Wells Fargo Bank pursuant to the last paragraph of Section 2.03(a) ox xxx Pooling and Servicing Agreement (any such amounts, the "Originator Prepayment Penalty Payment Amount"). Wells Fargo Bank shall remit to the Securities Administrator for depxxxx into the Collection Account any Originator Prepayment Penalty Payment Amount by the Servicer Remittance Date following the month in which a Principal Prepayment was made on the related Mortgage Loan. (c) In the event that the Seller Wells Fargo Bank has a right against the originator or former owner of a xx x Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller Wells Fargo Bank may request the Company to repurchase the Mortgage Loan Xxxx from the Trust Estate Fund pursuant to Section 3.08 2.03 of the Pooling and Servicing Agreement and the Seller Wells Fargo Bank agrees that at the time of the repurchase by the CompanyCoxxxxx, the Seller Wells Fargo Bank will repurchase the Mortgage Loan from the Company at a price equal xx xxe "purchase price" paid by the Company pursuant to the Repurchase PricePooling and Servicing Agreement. At the time of any such repurchase by the SellerWells Fargo Bank, the Seller Wells Fargo Bank agrees either to promptly (i) liquidate liqxxxxxe such Mortgage LoanMortgaxx Xxan, to the extent that the SellerWells Fargo Bank's rights in respect of the Prior Holder consist of a claim x xxxim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller Wells Fargo Bank to the Company.

Repurchase or Substitution. of Mortgage Loans by the Originators and the Seller. (a) The Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by either Originator or the Seller hereby agrees to repurchase of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan (i) for which any that materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify the Seller, the related Originator and the Servicer of such defect, missing document is not deliveredor breach and request that the related Originator or the Seller, as provided in paragraph 3 aboveapplicable, (ii) which is found by deliver such missing document or cure such defect or breach within 60 days from the Trustee date the related Originator or the Custodian to be defective in any material respectSeller, as provided in applicable, was notified of such missing document, defect or breach, and if the Pooling and Servicing Agreementrelated Originator or the Seller, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller as applicable, does not deliver such missing document or which cure such defect or breach in all material respects during such period, the Seller does not cure (Servicer, in accordance with Section 3.02(b), shall enforce the obligations of the related Originator or the Seller, as provided in paragraph 4 above) applicable, under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 60 90 days after the date on which the related Originator or the Seller, as applicable, was notified (subject to Section 2.03(c)) of notice thereof such missing document, defect or breach, if and to the extent that the related Originator or the Seller is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall be remitted to the Servicer for deposit in the Collection Account and the Trustee, upon receipt of written certification from the Trustee Servicer of such deposit, shall release to the related Originator or the CompanySeller, as applicable, the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in the related Originator or the Seller, as applicable, any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the related Originator or the Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the related Originator or the Seller, as applicable, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the related Originator or the Seller, as applicable, and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. The Trustee shall not have any further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement, the related Originator or the Seller, as applicable, may cause such Mortgage Loan to be removed from REMIC I (in which case it shall become a price Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(b). It is understood and agreed that the obligation of the related Originator and the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee and the Certificateholders. (b) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the date which is two years after the Startup Day for REMIC I. As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the related Originator or the Seller, as applicable, delivering to the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers' Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The Trustee shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, shall review such documents as specified in Section 2.02 and deliver to the Depositor and the Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit C-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor and the Servicer a certification substantially in the form of Exhibit C-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of REMIC I and will be retained by the Originator or the Seller, as applicable. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Depositor shall give or cause to be given written notice to the Certificateholders that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement, including, all applicable representations and warranties thereof included in the Mortgage Loan Purchase Agreement. For any month in which either Originator or the Seller, as applicable, substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (the "Substitution Shortfall Amount"), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Stated Principal Balance thereof as of the date of substitution, together with one month's interest on such Stated Principal Balance at the applicable Net Mortgage Rate, plus all outstanding Advances and Servicing Advances (including Nonrecoverable Advances and Nonrecoverable Servicing Advances) related thereto. On the date of such substitution, the related Originator or the Seller, as applicable, will deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Repurchase PriceSubstitution Shortfall Amount, if any, and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Mortgage File or Files and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, the related Originator or the Seller, as applicable, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the Seller hereby agrees related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to reimburse the Company for Trustee an Opinion of Counsel to the effect that such substitution will not cause (a) any Reimbursement Amountfederal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. (c) Upon discovery by the Depositor, the Seller, the Servicer 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 give written notice thereof to the other parties. AlternativelyIn connection therewith, the Seller hereby agreesshall repurchase or, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as subject to the correctness limitations set forth in Section 2.03(b), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the Mortgage Loan Schedule) had earlier of discovery or receipt of such substitute mortgage loan originally been a notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a). The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect Trustee shall reconvey to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted released pursuant hereto in the same manner, and on the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of same terms and conditions, as it would a Mortgage Loan (the "Prior Holder") repurchased for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Companywarranty.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 2 above, (ii) which is found by the Trustee (or the Custodian Custodian, on behalf of the Trustee) to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 3 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 3 above) within 60 90 days after the date of notice thereof from the Trustee (or the Custodian, on behalf of the Trustee) or the Company, at a price equal to the Repurchase Pricethen unpaid principal balance thereof, plus accrued and unpaid interest at the applicable Mortgage Interest Rate, through the last day of the month in which such repurchase takes place. In addition, the Seller hereby agrees to reimburse the Company Purchaser for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company Company, to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 3 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than on the Scheduled Principal Balance date of substitution the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due criteria set forth in the month definition of substitution on "Substitute Mortgage Loan" in the Mortgage Loan for which such mortgage loan is substituted) Pooling and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substitutedServicing Agreement. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Company.

Repurchase or Substitution. of Mortgage Loans by the Seller or the Depositor. (a) The Upon discovery or receipt of notice by the Depositor, the Servicer, the Trust Administrator or the Trustee of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by an Originator or the Seller hereby agrees to repurchase of any representation, warranty or covenant under an Assignment Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the party so discovering or receiving notice shall promptly notify the other parties to this Agreement, and the Trustee thereupon shall promptly notify the related Originator and the Seller of such defect, missing document or breach and request that the related Originator deliver such missing document or cure such defect or that the related Originator or the Seller, as applicable, cure such breach within 90 days from the date the related Originator or the Seller, as applicable, was notified of such missing document, defect or breach, and if the related Originator or Seller, as applicable, does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the obligations of the related Originator or Seller, as applicable, under the related Assignment Agreement (i) to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90 days after the date on which the Seller was notified (subject to Section 2.03(e)) of such missing document, defect or breach, and (ii) to indemnify the Trust Fund in respect of such missing document, defect or breach, in the case of each of (i) and (ii), if and to the extent that the related Originator or Seller, as applicable, is obligated to do so under the related Assignment Agreement. The Purchase Price for the repurchased Mortgage Loan and any indemnification shall be remitted by the related Originator or the Seller, as applicable, to the Servicer for deposit into the Collection Account, and the Trust Administrator, upon receipt of written notice from the Servicer of such deposit, shall give written notice to the Trustee and the related Custodian that such deposit has taken place and the Trustee shall release (or cause the related Custodian to release on its behalf) to the related Originator or the Seller, as applicable, the related Mortgage File, and the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in the related Originator or the Seller, as applicable, any Mortgage Loan released pursuant hereto, and the Trustee and the Trust Administrator shall have no further responsibility with regard to such Mortgage File. In furtherance of the foregoing, if the related Originator or the Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the related Originator or the Seller, as applicable, pursuant to the related Assignment Agreement at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the related Originator or the Seller, as applicable, and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS rules and regulations. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the related Assignment Agreement the related Originator or the Seller, as applicable, may cause such Mortgage Loan to be removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d). It is understood and agreed that the obligation of the related Originator or the Seller, as applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is not deliveredmissing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing, and if and to the extent provided in the related Assignment Agreement to perform any applicable indemnification obligations with respect to any such omission, defect or breach, as provided in paragraph 3 abovesuch Assignment Agreement, (ii) which is found by shall constitute the only remedies respecting such omission, defect or breach available to the Trustee or the Trust Administrator on behalf of the Certificateholders. (b) Notwithstanding anything to the contrary in this Section 2.03, with respect to any breach by the related Originator or the Seller, as applicable, of any representation and warranty which breach materially and adversely affects the value of any Prepayment Charge or the interests of the Certificateholders therein, the Trustee shall enforce the obligation of the related Originator or the Seller, as applicable, to remedy such breach as provided in the related Assignment Agreement as follows: upon any Principal Prepayment with respect to the affected Mortgage Loan, the related Originator or the Seller, as applicable, shall pay or cause to be paid to the Purchaser the excess, if any, of (x) the amount of such Prepayment Charge calculated as set forth in the Mortgage Loan Schedule and (y) the amount collected from the Mortgagor in respect of such Prepayment Charge. (c) Within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Depositor 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. (d) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the date which is two years after the Startup Day for REMIC I. As to any Deleted Mortgage Loan for which the related Originator or the Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the related Originator or the Seller, as applicable, delivering to the Trustee (or to the related Custodian on behalf of the Trustee, as applicable), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank or to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers' Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The related Custodian on its behalf and on behalf of the Trustee shall, for the benefit of the Certificateholders, review each Mortgage File within 90 days after execution and delivery of this Agreement, to ascertain that all required documents have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans. If in the course of such review the Trustee or the related Custodian on its behalf finds a document or documents constituting a part of a Mortgage File to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Companyrelated Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the related Originator, the Seller and the Servicer. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Trust Administrator shall give or cause to be given written notice to the Trustee and the Certificateholders that such substitution has taken place, and the Trust Administrator shall amend or cause the related Custodian to amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and, upon receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule to the Servicer. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the related Assignment Agreement (including all applicable representations and warranties thereof included in such Assignment Agreement), in each case as of the date of substitution. For any month in which the related Originator or the Seller, as applicable, substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (the "Substitution Shortfall Amount"), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date of substitution, together with one month's interest on such Scheduled Principal Balance at a price the applicable Mortgage Loan Remittance Rate. On the date of such substitution, the Trustee will monitor the obligation of the related Originator or the Seller, as applicable, to deliver or cause to be delivered, and shall request that such delivery be to the Servicer for deposit in the Collection Account, an amount equal to the Repurchase PriceSubstitution Shortfall Amount, if any, and the Trustee (or the related Custodian on behalf of the Trustee, as applicable), upon receipt of the related Qualified Substitute Mortgage Loan or Loans and written notice given by the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Mortgage File or Files and the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or the Seller, as applicable, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the Seller hereby agrees related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to reimburse the Company for Trustee and the Trust Administrator an Opinion of Counsel to the effect that such substitution will not cause (a) any Reimbursement Amount. Alternativelyfederal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. (e) Upon discovery by the Depositor, the Seller hereby agreesServicer, if so requested by the Company to substitute for Trust Administrator 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 Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as fact shall within two Business Days give written notice thereof to the correctness other parties to this Agreement, and the Trustee shall give written notice thereof to the Seller. In connection therewith, the related Originator or the Seller, as applicable, pursuant to the related Assignment Agreement or the Depositor pursuant to this Agreement shall repurchase or, subject to the limitations set forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the Mortgage Loan Schedule) had earlier of discovery or receipt of such substitute mortgage loan originally been a notice with respect to such affected Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have Such repurchase or substitution shall be made by (i) an unpaid principal balance the related Originator or the Seller, as applicable, if the affected Mortgage Loan's status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the related Originator or the Seller, as applicable, under the related Assignment Agreement or (iii) the Depositor, if the affected Mortgage Loan's status as a non-qualified mortgage is a breach of no greater than representation or warranty. Any such repurchase or substitution shall be made in the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect same manner as set forth in Sections 2.03(a). The Trustee shall reconvey to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cashDepositor, the difference between related Originator or the unpaid principal balance of Seller, as the case may be, the Mortgage Loan to be substituted released pursuant hereto in the same manner, and on the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of same terms and conditions, as it would a Mortgage Loan (repurchased by an Originator or the "Prior Holder") Seller for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Companywarranty.

Repurchase or Substitution. of Mortgage Loans by an Originator or the Seller. (a) The Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by an Originator or the Seller hereby agrees to repurchase of any representation, warranty or covenant under the Master Agreements, the Originator Assignment Agreements or the Mortgage Loan Purchase Agreement, as applicable, (including any representation, warranty or covenant regarding the Prepayment Charge Schedule) in respect of any Mortgage Loan that materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trust Administrator or the Trustee (i) for which any document is not deliveredwho shall have received notice from the Custodian), as provided applicable, shall promptly notify the related Originator, the NIMS Insurer, the Seller, the Servicers and the Master Servicer of such defect, missing document or breach and request that the related Originator or the Seller, as applicable, deliver such missing document or cure such defect or breach within 90 days from the date such Originator or the Seller, as applicable, was notified of such missing document, defect or breach, and if the related Originator or the Seller, as applicable, does not deliver such missing document or cure such defect or breach in paragraph 3 aboveall material respects during such period, the Trustee shall enforce the obligations of the related Originator or the Seller, as applicable, under the related Maser Agreement, the related Originator Assignment Agreement or the Mortgage Loan Purchase Agreement, as applicable, to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90 days after the date on which the related Originator or the Seller, as applicable, was notified (iisubject to Section 2.03(c)) which of such missing document, defect or breach, if and to the extent that the related Originator or the Seller, as applicable, is found by obligated to do so under the related Master Agreement, the related Originator Assignment Agreement or the Mortgage Loan Purchase Agreement, as applicable. The Purchase Price for the repurchased Mortgage Loan shall be remitted to the Master Servicer for deposit into the Distribution Account and the Trust Administrator, the Trustee or the Custodian Custodian, as applicable, upon receipt of written notice from the Master Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Mortgage File and such party shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in the related Originator or the Seller, as applicable, any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the related Originator or the Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the related Originator or the Seller, as applicable, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the related Originator or the Seller, as applicable, and shall cause such Mortgage to be defective removed from registration on the MERS(R) System in any material respectaccordance with MERS' rules and regulations. The Trust Administrator, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the CompanyCustodian, as applicable, shall not have any further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the related Master Agreement or the Mortgage Loan Purchase Agreement, the related Originator or the Seller, as applicable, may cause such Mortgage Loan to be removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(b); provided, however, the related Originator or the Seller, as applicable, may not substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that violates any predatory or abusive lending law. It is understood and agreed that the obligation of an Originator or the Seller, as applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee and the Certificateholders. (b) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the date which is two years after the Startup Day for REMIC I. As to any Deleted Mortgage Loan for which an Originator or the Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the related Originator or the Seller, as applicable, delivering to the Trust Administrator, the Trustee or the Custodian, as applicable, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank or to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers' Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment Amount (as described below), if any, in connection with such substitution. The Trust Administrator, the Trustee or the Custodian, as applicable, shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, review such documents as specified in Section 2.02 and deliver to the Depositor, the NIMS Insurer, the Servicers and the Master Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit C-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trust Administrator, the Trustee or the Custodian, as applicable, shall deliver to the Depositor, the NIMS Insurer, the Servicers and the Master Servicer a certification substantially in the form of Exhibit C-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of REMIC I and will be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Depositor shall give or cause to be given written notice to the Certificateholders and the NIMS Insurer that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Master Servicer, the Trust Administrator, the Custodian, the related Servicer and the NIMS Insurer. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the related Master Agreement, the related Originator Assignment Agreement or the Mortgage Loan Purchase Agreement, as applicable, including, all applicable representations and warranties thereof included in the related Master Agreement, the related Originator Assignment Agreement or Mortgage Loan Purchase Agreement, as applicable. For any month in which an Originator or the Seller, as applicable, substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will monitor the obligation of the related Servicer, to the extent provided in the related Servicing Agreement, to determine the amount (the "Substitution Adjustment Amount"), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Stated Principal Balance thereof as of the date of substitution, together with one month's interest on such Stated Principal Balance at a price the applicable Net Mortgage Rate, plus all outstanding Advances and Servicing Advances (including Nonrecoverable Advances and Nonrecoverable Servicing Advances) related thereto. If the related Servicing Agreement does not require the related Servicer to determine the Substitution Adjustment Amount, the Master Servicer, based on information provided to it by the related Servicer, shall determine the Substitution Adjustment Amount. Upon receipt of the related Servicer's determination of the Substitution Adjustment Amount or upon determination by the Master Servicer of the Substitution Adjustment Amount, the Master Servicer shall give prompt written notice thereof to the Trust Administrator. On the date of such substitution, the related Originator or the Seller, as applicable, will deliver or cause to be delivered to the Master Servicer for deposit in the Distribution Account an amount equal to the Repurchase PriceSubstitution Adjustment Amount, if any, and the Trust Administrator, the Trustee or the Custodian, as applicable, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and written notice by the Master Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Mortgage File or Files and such party shall execute and deliver such instruments of transfer or assignment, in each case without recourse, the related Originator or the Seller, as applicable, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the Seller hereby agrees related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to reimburse the Company for Trustee, the Trust Administrator and the NIMS Insurer an Opinion of Counsel to the effect that such substitution will not cause (a) any Reimbursement Amountfederal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. (c) Upon discovery by the Depositor, the NIMS Insurer, an Originator, the Seller, the Master Servicer, the Trust Administrator 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 give written notice thereof to the other parties hereto and the Trustee shall give written notice to the related Originator and the Seller. AlternativelyIn connection therewith, the related Originator, the Seller hereby agreesor the Depositor shall repurchase or, subject to the limitations set forth in Section 2.03(b), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made by (i) the related Originator or the Seller, as the case may be, if so requested by the Company to substitute for any such affected Mortgage Loan's status as a non-qualified mortgage is or results from a breach of any representation, a new mortgage loan having characteristics warranty or covenant made by such that Originator or the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties Seller, as to the correctness of case may be, under the related Master Agreement or the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and Purchase Agreement, as applicable, or (ii) the Depositor, if the affected Mortgage Loan's status as a Net Mortgage Interest Rate equal to and non-qualified mortgage is a Loan-to-Value Ratio breach of no greater than that of representation or warranty. Any such repurchase or substitution shall be made in the Mortgage Loan for which it is substitutedsame manner as set forth in Section 2.03(a). The Seller Trust Administrator, the Trustee or the Custodian, as applicable, shall remit reconvey to the Company, in cashDepositor, the difference between related Originator or the unpaid principal balance of Seller, as the case may be, the Mortgage Loan to be substituted released pursuant hereto in the same manner, and on the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of same terms and conditions, as it would a Mortgage Loan (the "Prior Holder") repurchased for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Companywarranty.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Pricethen unpaid principal balance thereof, plus accrued and unpaid interest at the applicable Mortgage Interest Rate, through the last day of the month in which such repurchase takes place. In addition, the Seller hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Pricethen unpaid principal balance thereof, plus accrued and unpaid interest at the applicable Net Mortgage Interest Rate, through the last day of the month in which such repurchase takes place. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Company.

Repurchase or Substitution. of Mortgage Loans by the Originators, the Seller or the Depositor; Payment of Prepayment Charges in the event of breach. (a) The Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, the Mortgage File or of the breach by any Originator or the Seller hereby agrees to repurchase of any representation, warranty or covenant under each Mortgage Loan Purchase Agreement or the Letter Agreement, as applicable, in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders (in the case of any such representation or warranty made in each Mortgage Loan Purchase Agreement or the Letter Agreement, as applicable, to the knowledge or the best of knowledge of such Originator or the Seller, as to which such Originator or the Seller has no knowledge, without regard to the Originator's or the Seller's lack of knowledge with respect to the substance of such representation or warranty being inaccurate at the time it was made), the Trustee shall promptly notify the Seller and the related Servicer of such defect, missing document or breach and cause such Originator or Seller, as applicable, to deliver such missing document or cure such defect or breach within 90 days from the date the Originator or Seller, as applicable, was notified of such missing document, defect or breach; provided that such missing document was not previously delivered by the Originator under the applicable Mortgage Loan Purchase Agreement. If such Originator or the Seller, as the case may be, does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the obligations of such Originator or the Seller, as applicable, under the related Mortgage Loan Purchase Agreement or the Letter Agreement, as the case may be, to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price within 90 days after the date on which such Originator or the Seller, as applicable, was notified (subject to Section 2.03(d)) of such missing document, defect or breach, if and to the extent that such Originator or the Seller, as applicable, is obligated to do so under the related Mortgage Loan Purchase Agreement or the Letter Agreement, as applicable. In the event that the Originator or the Seller, as the case may be, shall fail to cure the applicable breach or repurchase a Mortgage Loan in accordance with the preceding sentence, the Depositor shall do so. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the Distribution Account, and the Trustee, upon receipt of such deposit, shall release or cause the Custodian to release to such Originator or the Seller, as applicable, the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as such Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in such 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. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the related Mortgage Loan Purchase Agreement or the Letter Agreement, as applicable, the related Originator, the Seller or the Depositor, as applicable, may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(c). It is understood and agreed that the obligation of the related Originator, the Seller or the Depositor, as applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (i) for As promptly as practicable (and no later than 90 days) after the earlier of discovery by the related Servicer or receipt of notice by the related Servicer of the breach of any representation, warranty or covenant of such Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders in any document is not deliveredMortgage Loan, as provided the related Servicer shall cure such breach in paragraph 3 above, all material respects. (ii) Within 90 days of the earlier of discovery by a Servicer or receipt of notice by a Servicer of the breach of any representation, warranty or covenant of such Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Holders of the Class P Certificates to any Prepayment Charge, the related Servicer shall cure such breach in all material respects. If the covenant made by the such Servicer in Section 2.05(viii) is breached, such Servicer must pay into the Collection Account the amount of the waived Prepayment Charge. (c) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the date which is found two years after the Closing Date for the Trust Fund. As to any Deleted Mortgage Loan for which an Originator, the Seller or the Depositor substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by such Originator, the Seller or the Depositor, as the case may be, delivering to the Custodian on behalf of the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers' Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The Trustee or the Custodian shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, review such documents as specified in Section 2.02 and deliver to the Trustee, the Depositor and the related Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit C-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trustee or the Custodian shall deliver to the Depositor and the related Servicer a certification substantially in the form of Exhibit C-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the related Originator, the Seller or the Depositor, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the related Originator, the Seller or the Depositor, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Depositor shall give or cause to be defective given written notice to the Certificateholders that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement, including, in the case of a substitution effected by an Originator, all applicable representations and warranties thereof included in the related Mortgage Loan Purchase Agreement, and in the case of a substitution effected by the Depositor, all applicable representations and warranties thereof set forth in Section 2.04, and in the case of a substitution effected by the Seller, all applicable representations and warranties thereof included in the Letter Agreement, in each case as of the date of substitution. For any material respectmonth in which an Originator, the Seller or the Depositor substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer will determine the amount (the "Substitution Shortfall Amount"), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as provided to each such Qualified Substitute Mortgage Loan, the Stated Principal Balance thereof as of the date of substitution, together with one month's interest on such Stated Principal Balance at the applicable Net Mortgage Rate, plus all outstanding P&I Advances and Servicing Advances. On the date of such substitution, which shall be on or prior to the next succeeding Determination Date, the related Originator, the Seller or the Depositor, as the case may be, will deliver or cause to be delivered to the applicable Servicer for deposit in the Pooling Collection Account an amount equal to the Substitution Shortfall Amount, if any, and Servicing the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the applicable Servicer of such deposit, shall release to the related Originator, the Depositor or the Seller, as the case may be, the related Mortgage File or Files and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator, the Depositor or the Seller, as the case may be, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator, the Depositor or the Seller, as the case may be, shall obtain at its own expense and deliver to the Trustee an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on any of the REMICs, created hereunder, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (b) any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Upon discovery by the Depositor, the Seller, a Servicer, 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 give written notice thereof to the other parties. In connection therewith, the related Originator, the Seller or the Depositor, as the case may be shall repurchase or, subject to the limitations set forth in Section 2.03(c), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. The Depositor shall cause such repurchase or substitution to be made by (i) the related Originator, if the affected Mortgage Loan's status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the related Originator under the applicable Mortgage Loan Purchase Agreement, (ii) the Seller, if the affected Mortgage Loan's status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Seller under the Letter Agreement, or (iii) which the Depositor, if the affected Mortgage Loan's status as a non-qualified mortgage is discovered at a breach of any time not to representation or warranty of the Depositor set forth in Section 2.04, or if its status as a non-qualified mortgage is a breach of any representation or warranty. Any such repurchase or substitution shall be made in conformance with the representations and warranties referred to same manner as set forth in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Section 2.03(a). The Trustee or the Company, at a price equal shall reconvey to the Repurchase Price. In additionrelated Originator, the Seller hereby agrees to reimburse or the Company for any Reimbursement Amount. AlternativelyDepositor, as the Seller hereby agreescase may be, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted released pursuant hereto in the same manner, and on the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of same terms and conditions, as it would a Mortgage Loan (the "Prior Holder") repurchased for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Companywarranty.

Repurchase or Substitution. of Mortgage Loans by the Originator or the Seller. (a) The Upon discovery 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 Originator or the Seller hereby agrees to repurchase of any representation or warranty under the Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase Agreement, as applicable, in respect of any Mortgage Loan (i) for which any document is not deliveredmaterially adversely affects the value of such Mortgage Loan, Prepayment Charge or the interest therein of the Certificateholders, the Trustee shall promptly notify the Originator or the Seller, as provided the case may be, the Servicer and the NIMS Insurer of such defect, missing document or breach and request that, in paragraph 3 abovethe case of a defective or missing document, (ii) which is found by the Trustee Seller cure such defect or deliver such missing document within 120 days from the date the Seller was notified of such missing document or defect or, in the case of a beach of a representation or warranty, request the Originator or the Custodian to be defective in any material respectSeller, as provided in applicable, cure such breach within 90 days from the Pooling and Servicing Agreementdate the Originator or the Seller, or (iii) which is discovered at any time not to be in conformance with as the representations and warranties referred to in paragraph 4 above and which document relating thereto case may be, was notified of such breach. If the Seller does not deliver such missing document or which cure such defect or breach if the Seller Originator or the Seller, as applicable, 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(d)). 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 (or shall cause the Custodian to 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 and the Custodian shall have no further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above, the Originator or the Seller, as the case may be, may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Defective Mortgage Loan) and substitute one or more Eligible Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(c); provided, however, the Originator or the Seller, as applicable, may not substitute an Eligible Substitute Mortgage Loan for any Defective Mortgage Loan that violates any predatory or abusive lending law. With respect to the representations and warranties set forth in the Originator Mortgage Loan Purchase Agreement and the Mortgage Loan Purchase Agreement that are made to the best of the Originator's or the Seller's knowledge, as applicable, or as to which the Originator or the Seller, as the case may be, has no knowledge, if it is discovered by the Depositor, the Servicer, the NIMS Insurer or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Prepayment Charge or the interest therein of the Certificateholders then, notwithstanding the Originator's or the Seller's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. 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 (or the Custodian on behalf of 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, substitute for 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, as applicable. The representations and warranties of the Originator with respect to the Mortgage Loans in the Originator Mortgage Loan Purchase Agreement, which have been assigned to the Trustee hereunder, were made as of the dates specified in the Originator Mortgage Loan Purchase Agreement. 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), (ii) and (iii) of the Mortgage Loan Purchase Agreement), the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the Originator under any applicable representation or warranty made by it. The Trustee acknowledges that 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 of both (x) the Originator's representation with respect to predatory and abusive lending laws in Sections 3.03(i), (tt), (uu) and (ggg) of the Originator Mortgage Loan Purchase Agreement and (y) the Seller's representation with respect to predatory and abusive lending laws in Sections 3.01(i), (ii) and (iii) of the Mortgage Loan Purchase Agreement, the Originator shall be obligated to pay the Reimbursement Amount relating to such Mortgage Loan, and, to the extent the Originator fails to do so, 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 Seller was notified by the Trustee of the Reimbursement Amount. (b) 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. (c) Any substitution of Eligible Substitute Mortgage Loans for Defective Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the last Business Day that is within two (2) years after the Closing Date. As to any Defective Mortgage Loan for which the Originator or the Seller substitutes an Eligible Substitute Mortgage Loan or Loans, such substitution shall be effected by the Originator or the Seller, as applicable, delivering to the Trustee (or the Custodian on behalf of the Trustee) for such Eligible Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee (or the Custodian on behalf of the Trustee), and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers' Certificate providing that each such Eligible Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment (as provided described below), if any, in paragraph 4 aboveconnection with such substitution. The Trustee shall acknowledge or shall cause the Custodian to acknowledge receipt for such Eligible Substitute Mortgage Loan or Loans and, within ten (10) within 60 days after Business Days thereafter, shall review or shall cause the Custodian to review such documents as specified in Section 2.02 and deliver to the Servicer and the NIMS Insurer, with respect to such Eligible Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit F-1, with any applicable exceptions noted thereon. Within one (1) year of the date of substitution, the Trustee shall deliver or shall cause the Custodian to deliver to the Servicer and the NIMS Insurer a certification substantially in the form of Exhibit F-2 hereto with respect to such Eligible Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the Originator or the Seller, as applicable. For the month of substitution, distributions to Certificateholders will reflect the collections and recoveries in respect of such Defective Mortgage Loan in the Collection Period or Prepayment Period, as applicable, preceding the date of substitution and the Depositor, the Originator or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Defective Mortgage Loan. The Depositor shall give or cause to be given written notice thereof to the Certificateholders and the NIMS Insurer that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Defective Mortgage Loan from the Trustee terms of this Agreement and the substitution of the Eligible Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee, the Servicer, the Custodian and the NIMS Insurer. Upon such substitution, such Eligible Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and, in the case of a substitution effected by the Originator or the CompanySeller, the Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase Agreement, as the case may be, including, in the case of a substitution effected by the Originator or the Seller, all applicable representations and warranties thereof included in the Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase Agreement, as the case may be, as of the date of substitution. For any month in which the Originator or the Seller substitutes one or more Eligible Substitute Mortgage Loans for one or more Defective Mortgage Loans, the Servicer will determine the amount (the "Substitution Adjustment"), if any, by which the aggregate Purchase Price of all such Defective Mortgage Loans exceeds the aggregate, as to each such Eligible Substitute Mortgage Loan, of the principal balance thereof as of the date of substitution, together with one month's interest on such principal balance at a price the applicable Net Mortgage Interest Rate. On the date of such substitution, the Originator or the Seller, as the case may be, will deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Repurchase PriceSubstitution Adjustment, if any, and the Trustee, upon receipt of the related Eligible Substitute Mortgage Loan or Loans and notice by the Servicer of such deposit, shall release (or shall cause the Custodian to release) to the Originator or the Seller, as applicable, the related Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Originator or the Seller, as the case may be, shall deliver to it and as shall be necessary to vest therein any Defective Mortgage Loan released pursuant hereto. In addition, in connection with the substitution of one or more Eligible Substitute Mortgage Loans for one or more Defective Mortgage Loans, in the event the Trust incurs costs or damages arising in connection with a breach of the Originator's representations with respect to predatory or abusive lending laws set forth in Section 3.03(i) and Section 3.03(uu) of the Originator Mortgage Loan Purchase Agreement, the Seller shall be required to reimburse the Trust for the Reimbursement Amount pursuant to the Mortgage Loan Purchase Agreement to the extent the Originator fails to do so. In addition, the Seller hereby agrees Originator or the Seller, as applicable, shall obtain at its own expense and deliver to reimburse the Company for any Reimbursement AmountTrustee and the NIMS Insurer an Opinion of Counsel to the effect that such substitution will not cause an Adverse REMIC Event. AlternativelyIf such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (d) Upon discovery by the Originator, the Seller hereby agreesSeller, if so requested by the Company to substitute for Servicer, the NIMS Insurer, the Custodian 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 Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect fact shall within two (except for representations and warranties as 2) Business Days give written notice thereof to the correctness other parties. In connection therewith, the Originator or the Seller, as applicable, shall repurchase or, subject to the limitations set forth in Section 2.03(c), substitute one or more Eligible Substitute Mortgage Loans for the affected Mortgage Loan within ninety (90) days of the Mortgage Loan Schedule) had earlier of discovery or receipt of such substitute mortgage loan originally been a notice with respect to such affected Mortgage Loan. The Seller further agrees In addition, upon discovery that a substituted mortgage loan will have 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 the case may be, shall cure the defect or make the required purchase or substitution no later than ninety (i90) an unpaid principal balance no greater than days after the Scheduled Principal Balance discovery of the Mortgage Loan for which it is substituted defect. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a). The Trustee (after giving effect or the Custodian on behalf of the Trustee) shall reconvey to the scheduled principal payment due in Originator or the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the CompanySeller, in cashas applicable, the difference between the unpaid principal balance of the Mortgage Loan to be substituted released pursuant hereto in the same manner, and on the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of same terms and conditions, as it would a Mortgage Loan (the "Prior Holder") repurchased for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Companywarranty.

Repurchase or Substitution. of Mortgage Loans by the Originator or the Seller. (a) The Upon discovery or receipt of written notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by the Originator or the Seller hereby agrees to repurchase of any representation or warranty under the Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase Agreement, as applicable, in respect of any Mortgage Loan (i) for which any document is not deliveredmaterially adversely affects the value of such Mortgage Loan, Prepayment Charge or the interest therein of the Certificateholders, the Trustee shall promptly notify the Originator or the Seller, as provided the case may be, the Servicer and the NIMS Insurer of such defect, missing document or breach and request that, in paragraph 3 abovethe case of a defective or missing document, (ii) which is found by the Trustee Seller cure such defect or deliver such missing document within 120 days from the date the Seller was notified of such missing document or defect or, in the case of a beach of a representation or warranty, request the Originator or the Custodian to be defective in any material respectSeller, as provided in applicable, cure such breach within 90 days from the Pooling date the Originator or the Seller, as the case may be, was notified of such breach. Notwithstanding the foregoing, any breach of a Deemed Material and Servicing Agreement, Adverse Representation with respect to a Group 1 Mortgage Loan or (iii) which is discovered at any time not Group 2 Mortgage Loan shall automatically be deemed to be in conformance with materially and adversely affect such Mortgage Loan or the representations and warranties referred to in paragraph 4 above and which document relating thereto interest of the related Certificateholders therein. If the Seller does not deliver such missing document or which cure such defect or breach if the Seller Originator or the Seller, as applicable, 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(d)). 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. In lieu of repurchasing any such Mortgage Loan as provided above, the Originator or the Seller, as the case may be, may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Defective Mortgage Loan) and substitute one or more Eligible Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(c). With respect to the representations and warranties set forth in the Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase Agreement that are made to the best of the Originator's or the Seller's knowledge, as applicable, or as to which the Originator or the Seller, as the case may be, has no knowledge, if it is discovered by the Depositor, the Servicer, the NIMS Insurer or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Prepayment Charge or the interest therein of the Certificateholders then, notwithstanding the Originator's or the Seller's lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. It is understood and agreed that the representations and warranties set forth in the Originator Mortgage Loan Purchase Agreement or 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, substitute for 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 Mortgage Loan Purchase Agreement. The representations and warranties of the Originator with respect to the Mortgage Loans in the Originator Mortgage Loan Purchase Agreement, which have been assigned to the Trustee hereunder, were made as of the dates specified in the Originator Mortgage Loan Purchase Agreement. 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 Section 3.01(k) and 3.01(s) of the Mortgage Loan Purchase Agreement), the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the Originator under any applicable representation or warranty made by it. The Trustee acknowledges that 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 of both (x) the Option One Mortgage Corporation's representation with respect to predatory and abusive lending laws in Section 3.03(i) or 3.03(ddd) of the Originator Mortgage Loan Purchase Agreement and (y) the Seller's representation with respect to predatory and abusive lending laws in Section 3.01(k) or 3.01(s) of the Mortgage Loan Purchase Agreement, the Originator shall be obligated to pay the Reimbursement Amount relating to such Mortgage Loan, and, to the extent the Originator fails to do so, 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 10 days from the date the Seller was notified by the Trustee of the Reimbursement Amount. (b) 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 2.04 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) Any substitution of Eligible Substitute Mortgage Loans for Defective Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Defective Mortgage Loan for which an Originator or the Seller substitutes an Eligible Substitute Mortgage Loan or Loans, such substitution shall be effected by the Originator or the Seller, as applicable, delivering to the Trustee for such Eligible Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers' Certificate providing that each such Eligible Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment Amount (as provided described below), if any, in paragraph 4 above) connection with such substitution. The Trustee shall acknowledge receipt for such Eligible Substitute Mortgage Loan or Loans and, within 60 days after ten Business Days thereafter, shall review such documents as specified in Section 2.02 and deliver to the Servicer and the NIMS Insurer, with respect to such Eligible Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit F-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Servicer and the NIMS Insurer a certification substantially in the form of Exhibit F-2 hereto with respect to such Eligible Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the Originator or the Seller, as applicable. For the month of substitution, distributions to Certificateholders will reflect the collections and recoveries in respect of such Defective Mortgage Loan in the Collection Period or Prepayment Period, as applicable, preceding the date of substitution and the Depositor, the Originator or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Defective Mortgage Loan. The Depositor shall give or cause to be given written notice thereof to the Certificateholders and the NIMS Insurer that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Defective Mortgage Loan from the terms of this Agreement and the substitution of the Eligible Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee and the NIMS Insurer. Upon such substitution, such Eligible Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and, in the case of a substitution effected by the Originator or the CompanySeller, the Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase Agreement, as the case may be, including, in the case of a substitution effected by the Originator or the Seller, all applicable representations and warranties thereof included in the Originator Mortgage Loan Purchase Agreement or Mortgage Loan Purchase Agreement, as the case may be, as of the date of substitution. For any month in which the Originator or the Seller substitutes one or more Eligible Substitute Mortgage Loans for one or more Defective Mortgage Loans, the Servicer will determine the amount (the "Substitution Adjustment Amount"), if any, by which the aggregate Purchase Price of all such Defective Mortgage Loans exceeds the aggregate, as to each such Eligible Substitute Mortgage Loan, of the principal balance thereof as of the date of substitution, together with one month's interest on such principal balance at a price the applicable Net Mortgage Interest Rate. On the date of such substitution, the Originator or the Seller, as the case may be, will deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Repurchase PriceSubstitution Adjustment Amount, if any, and the Trustee, upon receipt of the related Eligible Substitute Mortgage Loan or Loans and notice by the Servicer of such deposit, shall release to the Originator or the Seller, as applicable, the related Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Originator or the Seller, as the case may be, shall deliver to it and as shall be necessary to vest therein any Defective Mortgage Loan released pursuant hereto. In addition, the Seller hereby agrees Originator or the Seller, as applicable, shall obtain at its own expense and deliver to reimburse the Company for Trustee and the NIMS Insurer an Opinion of Counsel to the effect that such substitution will not cause (a) any Reimbursement Amountfederal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. AlternativelyIf such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. (d) Upon discovery by the Originator, the Seller hereby agreesSeller, if so requested by the Company to substitute for 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 Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as fact shall within two Business Days give written notice thereof to the correctness other parties. In connection therewith, the Originator or the Seller, as applicable, shall repurchase or, subject to the limitations set forth in Section 2.03(c), substitute one or more Eligible Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the Mortgage Loan Schedule) had earlier of discovery or receipt of such substitute mortgage loan originally been a notice with respect to such affected Mortgage Loan. The Seller further agrees In addition, upon discovery that a substituted mortgage loan will have (i) an unpaid principal balance 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 the case may be, shall cure the defect or make the required purchase or substitution no greater later than 90 days after the Scheduled Principal Balance discovery of the Mortgage Loan for which it is substituted (after giving effect defect. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a). The Trustee shall reconvey to the scheduled principal payment due in Originator or the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the CompanySeller, in cashas applicable, the difference between the unpaid principal balance of the Mortgage Loan to be substituted released pursuant hereto in the same manner, and on the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of same terms and conditions, as it would a Mortgage Loan (the "Prior Holder") repurchased for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company warranty. (e) If a Mortgagor is forty-five (45) days or more delinquent with respect to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to 's first Monthly Payment that was due after the extent that the Seller's rights in respect transfer of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder Seller under the Originator Mortgage Loan Purchase Agreement, the Trustee shall, upon direction of the Depositor, enforce the Originator's obligation under Section 3.05 of the Originator Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan (an "EPD Loan") at a the purchase price set forth in the Originator Mortgage Loan Purchase Agreement; provided, however, the Depositor shall not less direct the Trustee to enforce the Originator's obligation to repurchase any EPD Loan pursuant to this paragraph that was originated more than that paid six months prior to its purchase by the Seller from the Originator unless the sum of (i) the repurchase price of such EPD Loan and all other EPD Loans previously repurchased that were originated more than six months prior to their purchase by the Seller from the Originator and (ii) the fair market value of the Subordinate Certificates retained by the Seller or its Affiliates (other than Banc of America Securities LLC) would not exceed 10% of the Cut-off Date Principal Balance. To the extent that the purchase price of any EPD Loan purchased by the Originator pursuant to this Section 2.03(e) exceeds the Purchase Price for such Mortgage Loan, the Trustee shall remit such excess to the CompanySeller.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Price. In addition, the Seller hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and ), (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted, (iii) the same Gross Margin and Index as that of the Mortgage Loan for which it is substituted and (iv) the same frequency of mortgage rate adjustment as that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") of a Mortgage Loan which is in default or as to which default is reasonably foreseeable for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Company.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 2 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 3 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 3 above) within 60 90 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Pricethen unpaid principal balance thereof, plus accrued and unpaid interest at the applicable Mortgage Interest Rate, through the last day of the month in which such repurchase takes place. In addition, the Seller hereby agrees to reimburse the Company Purchaser for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company Company, to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 3 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than on the Scheduled Principal Balance date of substitution the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due criteria set forth in the month definition of substitution on "Substitute Mortgage Loan" in the Mortgage Loan for which such mortgage loan is substituted) Pooling and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substitutedServicing Agreement. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. . BPP Mortgage Loans. With respect to any BPP Mortgage Loan, the Seller hereby agrees to remit to the Trustee, on behalf of the Trust, as assignee of the Company (a) the amount of any principal and interest due by a Mortgagor and cancelled for any month pursuant to the terms of the related Mortgage Note (the "Monthly Covered Amount") upon the disability or involuntary unemployment of the related Mortgagor or (b) In the event that outstanding principal balance of the Seller has a right against the originator or former owner of a Mortgage Loan cancelled pursuant to the terms of the related Mortgage Note together with accrued interest at the Mortgage Interest Rate minus the Servicing Fee Rate to the date of cancellation (the "Prior HolderTotal Covered Amount") for breach of a representation or warranty regarding upon the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 accidental death of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Pricerelated Mortgagor. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity Any Monthly Covered Amount or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid Total Covered Amount payable by the Seller pursuant to this Section 5 shall be deposited by the Seller in the Servicer Custodial Account on or prior to, in the case of any Monthly Covered Amount, the Remittance Date relating to the CompanyDistribution Date immediately following the Due Date as to which such Monthly Covered Amount relates and, in the case of a Total Covered Amount, the Remittance Date relating to the Distribution Date in the month following the month in which the cancellation to which such Total Covered Amount relates occurs.

Repurchase or Substitution. (a) The Seller Wells Fargo Bank hereby agrees to repurchase any Mortgage Loan from xxx Xompany (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller Wells Fargo Bank does not deliver or which defect or breach the Seller Wells Faxxx Xank does not cure (as provided in paragraph 4 above) within wixxxx 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Purchase Price. In addition, the Seller Wells Fargo Bank hereby agrees to reimburse the Company for any Reimbursement Reimxxxxxment Amount. Alternatively, the Seller Wells Fargo Bank hereby agrees, if so requested by the Company to substitute suxxxxxute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller Wells Fargo Bank further agrees that a substituted mortgage loan will have (i) wilx xxxt the requirements of an unpaid principal balance no greater than the Scheduled Principal Balance of the Eligible Substitute Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller Wells Fargo Bank shall remit to the Company, in cash, the difference between xxxxeen the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller Wells Fargo Bank has a right against the originator or former owner of a xx x Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller Wells Fargo Bank may request the Company to repurchase the Mortgage Loan Xxxx from the Trust Estate Fund pursuant to Section 3.08 2.03 of the Pooling and Servicing Agreement and the Seller Wells Fargo Bank agrees that at the time of the repurchase by the CompanyCoxxxxx, the Seller Wells Fargo Bank will repurchase the Mortgage Loan from the Company at a price equal xx xxe "purchase price" paid by the Company pursuant to the Repurchase PricePooling and Servicing Agreement. At the time of any such repurchase by the SellerWells Fargo Bank, the Seller Wells Fargo Bank agrees either to promptly (i) liquidate liqxxxxxe such Mortgage LoanMortgaxx Xxan, to the extent that the SellerWells Fargo Bank's rights in respect of the Prior Holder consist of a claim x xxxim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller Wells Fargo Bank to the Company.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 2 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 3 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 3 above) within 60 90 days after the date of notice thereof from the Trustee or the CompanyPurchaser or (iv) for which the related mortgagor has exercised its option to convert from an adjustable rate of interest to a fixed rate of interest pursuant to the terms of the related mortgage note, at a price equal to the Repurchase Pricethen unpaid principal balance thereof, plus accrued and unpaid interest at the applicable Mortgage Interest Rate, through the last day of the month in which such repurchase takes place. In addition, the Seller hereby agrees to reimburse the Company Purchaser for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company Purchaser, to substitute for any such Mortgage LoanLoan (other than a Mortgage Loan described in (iv) above), a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 3 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than on the Scheduled Principal Balance date of substitution the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due criteria set forth in the month definition of substitution on "Substitute Mortgage Loan" in the Mortgage Loan for which such mortgage loan is substituted) Pooling and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substitutedServicing Agreement. The Seller shall remit to the CompanyPurchaser, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the CompanyPurchaser.

Repurchase or Substitution. (a) The Seller Depositor hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller Depositor does not deliver or which defect or breach the Seller Depositor does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Price. In addition, the Seller Depositor hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller Depositor hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller Depositor further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and ), (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than than, that of the Mortgage Loan for which it is substituted, (iii) the same Gross Margin and Index as that of the Mortgage Loan for which it is substituted and (iv) the same frequency of mortgage rate adjustment as that of the Mortgage Loan for which it is substituted. The Seller Depositor shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller Depositor has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller Depositor may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller Depositor agrees that at the time of the repurchase by the Company, the Seller Depositor will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the SellerDepositor, the Seller Depositor agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the SellerDepositor's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller Depositor to the Company.

Repurchase or Substitution. of Mortgage Loans by the Originators, the Seller or the Depositor; Payment of Prepayment Charges in the event of breach. (a) The Seller hereby agrees to repurchase Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, the Mortgage File or of the breach by any Originator of any representation, warranty or covenant under each Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders (i) for which in the case of any document is not deliveredsuch representation or warranty made in each Mortgage Loan Purchase Agreement to the knowledge or the best of knowledge of such Originator, as to which such Originator has no knowledge, without regard to the Originator's lack of knowledge with respect to the substance of such representation or warranty being inaccurate at the time it was made), the Trustee shall promptly notify the Seller and the Servicer of such defect, missing document or breach and cause such Originator to deliver such missing document or cure such defect or breach within 90 days from the date the Originator was notified of such missing document, defect or breach; provided in paragraph 3 above, (ii) which is found that such missing document was not previously delivered by the Trustee or Originator under the Custodian to be defective in any material respect, as provided in the Pooling and Servicing applicable Mortgage Loan Purchase Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller . If such Originator does not deliver such missing document or which cure such defect or breach in all material respects during such period, the Seller does not cure (as provided in paragraph 4 above) Trustee shall enforce the obligations of such Originator under the applicable Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price within 60 90 days after the date on which such Originator was notified (subject to Section 2.03(e)) of notice thereof from the Trustee such missing document, defect or the Companybreach, at a price equal if and to the Repurchase Price. In addition, extent that such Originator is obligated to do so under the Seller hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the applicable Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage LoanPurchase Agreement. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against Originator shall fail to cure the originator applicable breach or former owner of repurchase a Mortgage Loan in accordance with the preceding sentence, the Depositor shall do so. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the Distribution Account, and the Trustee, upon receipt of such deposit, shall release or cause the Custodian to release to such Originator the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as such Originator shall furnish to it and as shall be necessary to vest in such Originator any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the applicable Mortgage Loan Purchase Agreement, the related Originator (or the "Prior Holder"Depositor) for may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d). It is understood and agreed that the obligation of the related Originator (or the Depositor) to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. (i) Subject to Section 2.03(e), within 90 days of the earlier of discovery by the Seller or receipt of notice by the Seller of the breach of a any representation or warranty regarding of the characteristics Seller set forth in the applicable Mortgage Loan Purchase Agreement with respect to any Mortgage Loan, which materially adversely affects the value of such Mortgage Loan made by or the Prior Holderinterest therein of the Certificateholders, the Seller may request the Company to shall (i) cure such breach in all material respects, (ii) repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that Fund at the time of the repurchase by the Company, the Seller will repurchase the Purchase Price or (iii) remove such Mortgage Loan from the Company at Trust Fund (in which case it shall become a price equal Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the Repurchase Pricelimitations set forth in Section 2.03(d). At The Purchase Price for any repurchased Mortgage Loan shall be delivered to the time Servicer for deposit in the Collection Account, and the Trustee, upon receipt of any written certification from the Servicer of such repurchase deposit, shall at the Seller's direction release or cause the Custodian to release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment furnished by the Seller, in each case without recourse, as the Seller agrees either shall furnish to promptly it and as shall be necessary to vest in the Seller any Mortgage Loan released pursuant hereto. (ii) [reserved]. (iii) The Purchase Price for any repurchased Mortgage Loan shall be delivered to the Servicer for deposit in the Collection Account, and the Trustee, upon receipt of written certification from the Servicer of such deposit, shall at the Depositor's direction release or cause the Custodian to release to the Depositor the related Mortgage File and the Trustee shall execute and the Trustee or the Custodian shall deliver such instruments of transfer or assignment furnished by the Depositor, in each case without recourse, as the Depositor shall furnish to it and as shall be necessary to vest in the Depositor any Mortgage Loans released pursuant hereto. (i) liquidate such As promptly as practicable (and no later than 90 days) after 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) 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 Holders of the Class P Certificates to any Prepayment Charge, the Servicer shall cure such breach in all material respects. If the covenant made by the Servicer in Section 2.05(viii) is breached, the Servicer must pay into the Collection Account the amount of the waived Prepayment Charge. (d) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) or Section 2.03(b) must be effected prior to the extent date which is two years after the Closing Date for the Trust Fund. As to any Deleted Mortgage Loan for which an Originator, the Seller or the Depositor substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by such Originator or the Depositor, as the case may be, delivering to the Custodian on behalf of the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers' Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the Seller's rights definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The Trustee or the Custodian shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, review such documents as specified in Section 2.02 and deliver to the Trustee, the Depositor and the Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit C-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trustee or the Custodian shall deliver to the Depositor and the Servicer a certification substantially in the form of Exhibit C-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the related Originator or the Depositor, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the related Originator or the Depositor, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Depositor shall give or cause to be given written notice to the Prior Holder consist Certificateholders that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and, in the case of a claim substitution effected by an Originator, the applicable Mortgage Loan Purchase Agreement, including, in the case of a substitution effected by an Originator, all applicable representations and warranties thereof included in the applicable Mortgage Loan Purchase Agreement, and in the case of a substitution effected by the Depositor, all applicable representations and warranties thereof set forth in Section 2.04, in each case as of the date of substitution. For any month in which an Originator or the Depositor substitutes one or more Qualified Substitute Mortgage Loans for indemnity one or more Deleted Mortgage Loans, the Servicer will determine the amount (the "Substitution Shortfall Amount"), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date of substitution, together with one month's interest on such Scheduled Principal Balance at the applicable Net Mortgage Rate, plus all outstanding P&I Advances and Servicing Advances. On the date of such substitution, which shall be on or prior to the next succeeding Determination Date, the related Originator or the Depositor, as the case may be, will deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Substitution Shortfall Amount, if any, and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the Servicer of such deposit, shall release to the related Originator, the Depositor or the Seller, as the case may be, the related Mortgage File or Files and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator, the Depositor or the Seller, as the case may be, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto. In addition, the related Originator, the Depositor or the Seller, as the case may be, shall obtain at its own expense and deliver to the Trustee an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on any of the REMICs, created hereunder, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code, or (b) any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. (e) Upon discovery by the Depositor, the Seller, the Servicer, 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 give written notice thereof to the other parties. In connection therewith, the related Originator or the Depositor shall repurchase or, subject to the limitations set forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. The Depositor shall cause such repurchase or substitution to be made by (i) the related Originator, if the affected Mortgage Loan's status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the related Originator under the applicable Mortgage Loan Purchase Agreement or (ii) transfer the Depositor, if the affected Mortgage Loan's status as a non-qualified mortgage is a breach of any representation or warranty of the Depositor set forth in Section 2.04, or if its status as a non-qualified mortgage is a breach of any representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a) or Section 2.03(b). The Trustee shall reconvey to the related Originator or the Depositor, as the case may be, the Mortgage Loan to be released pursuant hereto in the Prior Holder at same manner, and on the same terms and conditions, as it would a price not less than that paid by the Seller to the CompanyMortgage Loan repurchased for breach of a representation or warranty.

Repurchase or Substitution. (a) The Seller Wells Fargo Bank hereby agrees to repurchase any Mortgage Loan from xxx Xompany (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller Wells Fargo Bank does not deliver or which defect or breach the Seller Wells Faxxx Xank does not cure (as provided in paragraph 4 above) within wixxxx 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Purchase Price. In addition, the Seller Wells Fargo Bank hereby agrees to reimburse the Company for any Reimbursement Reimxxxxxment Amount. Alternatively, the Seller Wells Fargo Bank hereby agrees, if so requested by the Company to substitute suxxxxxute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller Wells Fargo Bank further agrees that a substituted mortgage loan will have (i) wilx xxxt the requirements of an unpaid principal balance no greater than the Scheduled Principal Balance of the Eligible Substitute Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller Wells Fargo Bank shall remit to the Company, in cash, the difference between xxxxeen the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In addition, Wells Fargo Bank shall pay (i) the amount of any Prepayment Premium (xx xhe extent not collected and remitted to the Trust) to the Trust if Wells Fargo Bank is unable to collect a Prepayment Penalty as a resuxx xx its enforceability being found to be limited or prohibited by applicable law and (ii) without duplication of any amount payable under clause (i), the amount due to the Trust by Wells Fargo Bank pursuant to the last paragraph of Section 2.03(a) ox xxx Pooling and Servicing Agreement (any such amounts, the "Originator Prepayment Penalty Payment Amount"). Wells Fargo Bank shall remit to the Securities Administrator for depxxxx into the Collection Account any Originator Prepayment Penalty Payment Amount by the Servicer Remittance Date following the month in which a Principal Prepayment was made on the related Mortgage Loan. (c) In the event that the Seller Wells Fargo Bank has a right against the originator or former owner of a xx x Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller Wells Fargo Bank may request the Company to repurchase the Mortgage Loan Xxxx from the Trust Estate pursuant to Section 3.08 2.03 of the Pooling and Servicing Agreement and the Seller Wells Fargo Bank agrees that at the time of the repurchase by the CompanyCoxxxxx, the Seller Wells Fargo Bank will repurchase the Mortgage Loan from the Company at a xx x price equal to the Repurchase Pricethen unpaid principal balance thereof, plus accrued and unpaid interest at the applicable Net Mortgage Interest Rate, through the last day of the month in which such repurchase takes place. At the time of any such repurchase by the SellerWells Fargo Bank, the Seller Wells Fargo Bank agrees either to promptly (i) liquidate liqxxxxxe such Mortgage LoanMortgaxx Xxan, to the extent that the SellerWells Fargo Bank's rights in respect of the Prior Holder consist of a claim x xxxim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller Wells Fargo Bank to the Company.

Repurchase or Substitution. (a) The Seller Wells Fargo Bank hereby agrees to repurchase any Mortgage Loan from xxx Xompany (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller Wells Fargo Bank does not deliver or which defect or breach the Seller Wells Faxxx Xank does not cure (as provided in paragraph 4 above) within wixxxx 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Purchase Price. In addition, the Seller Wells Fargo Bank hereby agrees to reimburse the Company for any Reimbursement Reimxxxxxment Amount. Alternatively, the Seller Wells Fargo Bank hereby agrees, if so requested by the Company to substitute suxxxxxute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller Wells Fargo Bank further agrees that a substituted mortgage loan will have (i) wilx xxxt the requirements of an unpaid principal balance no greater than the Scheduled Principal Balance of the Eligible Substitute Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller Wells Fargo Bank shall remit to the Company, in cash, the difference between xxxxeen the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In addition, Wells Fargo Bank shall pay the amount of any Prepayment Premium (to xxx xxtent not collected and remitted to the Trust) to the Trust if Wells Fargo Bank is unable to collect a Prepayment Penalty as a resuxx xx its enforceability being found to be limited or prohibited by applicable law (any such amounts, the "Originator Prepayment Penalty Payment Amount"). Wells Fargo Bank shall remit to the Securities Administrator for depxxxx into the Collection Account any Originator Prepayment Penalty Payment Amount by the Servicer Remittance Date following the month in which a Principal Prepayment was made on the related Mortgage Loan. (c) In the event that the Seller Wells Fargo Bank has a right against the originator or former owner of a xx x Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller Wells Fargo Bank may request the Company to repurchase the Mortgage Loan Xxxx from the Trust Estate Fund pursuant to Section 3.08 2.03 of the Pooling and Servicing Agreement and the Seller Wells Fargo Bank agrees that at the time of the repurchase by the CompanyCoxxxxx, the Seller Wells Fargo Bank will repurchase the Mortgage Loan from the Company at a price equal xx xxe "purchase price" paid by the Company pursuant to the Repurchase PricePooling and Servicing Agreement. At the time of any such repurchase by the SellerWells Fargo Bank, the Seller Wells Fargo Bank agrees either to promptly (i) liquidate liqxxxxxe such Mortgage LoanMortgaxx Xxan, to the extent that the SellerWells Fargo Bank's rights in respect of the Prior Holder consist of a claim x xxxim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller Wells Fargo Bank to the Company.

Repurchase or Substitution. of Mortgage Loans by an Originator or the Seller. (a) The Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by an Originator or the Seller hereby agrees to repurchase of any representation, warranty or covenant under the Master Agreements or the Mortgage Loan Purchase Agreement, as applicable, (including any representation, warranty or covenant regarding the Prepayment Charge Schedule) in respect of any Mortgage Loan that materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trust Administrator or the Trustee (i) for which any document is not deliveredwho shall have received notice from the Custodian), as provided in paragraph 3 aboveapplicable, (ii) which is found by shall promptly notify the Trustee related Originator, the NIMS Insurer, the Seller, the Servicers and the Master Servicer of such defect, missing document or breach and request that the related Originator or the Custodian to be defective in any material respectSeller, as provided in applicable, deliver such missing document or cure such defect or breach within 90 days from the Pooling date such Originator or the Seller, as applicable, was notified of such missing document, defect or breach, and Servicing Agreementif the related Originator or the Seller, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller as applicable, does not deliver such missing document or which cure such defect or breach in all material respects during such period, the Seller does not cure (Trustee shall enforce the obligations of the related Originator or the Seller, as provided in paragraph 4 above) applicable, under the related Maser Agreement or the Mortgage Loan Purchase Agreement, as applicable, to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 60 90 days after the date on which the related Originator or the Seller, as applicable, was notified (subject to Section 2.03(c)) of such missing document, defect or breach, if and to the extent that the related Originator or the Seller, as applicable, is obligated to do so under the related Master Agreement or the Mortgage Loan Purchase Agreement, as applicable. The Purchase Price for the repurchased Mortgage Loan shall be remitted to the Master Servicer for deposit into the Distribution Account and the Trust Administrator (or the Custodian with respect to the Deutsche Bank Files), upon receipt of written notice thereof from the Trustee Master Servicer of such deposit, shall release to the related Originator or the CompanySeller, as applicable, the related Mortgage File and the Trust Administrator (or the Custodian with respect to the Deutsche Bank Files) shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in the related Originator or the Seller, as applicable, any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the related Originator or the Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the related Originator or the Seller, as applicable, at a price equal its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Repurchase Pricerelated Originator or the Seller, as applicable, and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. The Trust Administrator (or the Custodian with respect to the Deutsche Bank Files) shall not have any further responsibility with regard to such Mortgage File. In addition, the Seller hereby agrees to reimburse the Company for lieu of repurchasing any Reimbursement Amount. Alternatively, the Seller hereby agreessuch Mortgage Loan as provided above, if so requested by provided in the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of related Master Agreement or the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cashPurchase Agreement, the difference between related Originator or the unpaid principal balance of the Seller, as applicable, may cause such Mortgage Loan to be substituted removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(b); provided, however, the related Originator or the Seller, as applicable, may not substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that violates any predatory or abusive lending law. It is understood and agreed that the obligation of an Originator or the Seller, as applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee and the unpaid principal balance of the substitute mortgage loanCertificateholders. (b) In the event that the Seller has a right against the originator or former owner Any substitution of a Qualified Substitute Mortgage Loan (the "Prior Holder") Loans for breach of a representation or warranty regarding the characteristics of such Deleted Mortgage Loan Loans made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of 2.03(a) must be effected prior to the Pooling and Servicing Agreement and date which is two years after the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Startup Day for REMIC I. As to any Deleted Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by for which an Originator or the Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Seller agrees either to promptly (i) liquidate such Mortgage Loanrelated Originator or the Seller, as applicable, delivering to the extent that Trust Administrator (or the Seller's rights in Custodian with respect of to the Prior Holder consist of a claim Deutsche Bank Files), for indemnity or (ii) transfer such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank or to the Prior Holder at a price not less than Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers' Certificate providing that paid by each such Qualified Substitute Mortgage Loan satisfies the Seller to definition thereof and specifying the Company.Substitution Adjustment Amount (as described below), if any, in connection with such

Repurchase or Substitution. (a) The Seller Depositor hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller Depositor does not deliver or which defect or breach the Seller Depositor does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Price. In addition, the Seller Depositor hereby agrees to reimburse the Company for any Reimbursement Amount. Alternatively, the Seller Depositor hereby agrees, if so requested by the Company to substitute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller Depositor further agrees that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller Depositor shall remit to the Company, in cash, the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller Depositor has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller Depositor may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller Depositor agrees that at the time of the repurchase by the Company, the Seller Depositor will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the SellerDepositor, the Seller Depositor agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the SellerDepositor's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller Depositor to the Company.

Repurchase or Substitution. (a) The Seller Wells Fargo Bank hereby agrees to repurchase any Mortgage Loan from xxx Xompany (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller Wells Fargo Bank does not deliver or which defect or breach the Seller Wells Faxxx Xank does not cure (as provided in paragraph 4 above) within wixxxx 60 days after the date of notice thereof from the Trustee or the Company, at a price equal to the Repurchase Purchase Price. In addition, the Seller Wells Fargo Bank hereby agrees to reimburse the Company for any Reimbursement Reimxxxxxment Amount. Alternatively, the Seller Wells Fargo Bank hereby agrees, if so requested by the Company to substitute suxxxxxute for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller Wells Fargo Bank further agrees that a substituted mortgage loan will have (i) wilx xxxt the requirements of an unpaid principal balance no greater than the Scheduled Principal Balance of the Eligible Substitute Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller Wells Fargo Bank shall remit to the Company, in cash, the difference between xxxxeen the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In addition, Wells Fargo Bank shall pay (i) the amount of any Prepayment Premium (xx xhe extent not collected and remitted to the Trust) to the Trust if Wells Fargo Bank is unable to collect a Prepayment Penalty as a resuxx xx its enforceability being found to be limited or prohibited by applicable law and (ii) without duplication of any amount payable under clause (i), the amount due to the Trust by Wells Fargo Bank pursuant to the last paragraph of Section 2.03(a) ox xxx Pooling and Servicing Agreement (any such amounts, the "Originator Prepayment Penalty Payment Amount"). Wells Fargo Bank shall remit to the Securities Administrator for depxxxx into the Collection Account any Originator Prepayment Penalty Payment Amount by the Servicer Remittance Date following the month in which a Principal Prepayment was made on the related Mortgage Loan. (c) In the event that the Seller Wells Fargo Bank has a right against the originator or former owner of a xx x Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller Wells Fargo Bank may request the Company to repurchase the Mortgage Loan Xxxx from the Trust Estate Fund pursuant to Section 3.08 2.03 of the Pooling and Servicing Agreement and the Seller Wells Fargo Bank agrees that at the time of the repurchase by the CompanyCoxxxxx, the Seller Wells Fargo Bank will repurchase the Mortgage Loan from the Company at a price equal to xx xxe Purchase Price paid by the Repurchase PriceCompany. At the time of any such repurchase by the SellerWells Fargo Bank, the Seller Wells Fargo Bank agrees either to promptly (i) liquidate liqxxxxxe such Mortgage LoanMortgaxx Xxan, to the extent that the SellerWells Fargo Bank's rights in respect of the Prior Holder consist of a claim x xxxim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller Wells Fargo Bank to the Company.

Repurchase or Substitution. (a) The Seller hereby agrees to repurchase any Mortgage Loan (i) for which any document is not delivered, as provided in paragraph 3 above, (ii) which is found by the Trustee or the Custodian Purchaser to be defective in any material respect, as provided in the Pooling and Servicing Agreement, or (iii) which is discovered at any time not to be in conformance with the representations and warranties referred to in paragraph 4 above and which document relating thereto the Seller does not deliver or which defect or breach the Seller does not cure (as provided in paragraph 4 above) within 60 days after the date of notice thereof from the Trustee or Purchaser. In all cases, the Company, at a repurchase price will be equal to the Repurchase Purchase Price. A pro rata amount of such repurchase shall be payable in Equity Certificates valued at their par amount. The remainder of the repurchase amount is payable in cash via deposit into the custodial account established for the benefit of the Purchaser. In addition, the Seller hereby agrees to reimburse pay the Company for any Master Servicer the Reimbursement Amount. Amount as defined in the Management Contract. (b) Alternatively, the Seller Purchaser hereby agrees, if so requested by the Company Seller to substitute allow substitution for any such Mortgage Loan, a new mortgage loan having characteristics such that the representations and warranties referred to in paragraph 4 above would not have been incorrect (except for representations and warranties as to the correctness of the Mortgage Loan Schedule) had such substitute mortgage loan originally been a Mortgage Loan. The Seller further agrees represents that a substituted mortgage loan will have (i) an unpaid principal balance no greater than the Scheduled Principal Balance of the Mortgage Loan for which it is substituted (after giving effect to the scheduled principal payment due in the month of substitution on the Mortgage Loan for which such mortgage loan is substituted) and (ii) a Net Mortgage Interest Rate equal to and a Loan-to-Value Ratio no greater than that of the Mortgage Loan for which it is substituted. The Seller shall remit to the Company, in cash, Purchaser the difference between the unpaid principal balance of the Mortgage Loan to be substituted and the unpaid principal balance of the substitute mortgage loan. (b) In the event that the Seller has a right against the originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of a representation or warranty regarding the characteristics of such Mortgage Loan made by the Prior Holder, the Seller may request the Company to repurchase the Mortgage Loan from the Trust Estate pursuant to Section 3.08 of the Pooling and Servicing Agreement and the Seller agrees that at the time of the repurchase by the Company, the Seller will repurchase the Mortgage Loan from the Company at a price equal to the Repurchase Price. At the time of any such repurchase by the Seller, the Seller agrees either to promptly (i) liquidate such Mortgage Loan, to the extent that the Seller's rights in respect of the Prior Holder consist of a claim for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price not less than that paid by the Seller to the Company.