Common use of SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES Clause in Contracts

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document constituting a part of a Mortgage File has a Material Defect, or discovers or receives notice of a breach of any representation, warranty or covenant relating to any Mortgage Loan set forth in the related Mortgage Loan Purchase Agreement, as the case may be, that may give rise to a repurchase obligation on the part of the related Seller (a "BREACH"), such party shall give prompt written notice to the other parties hereto. Promptly upon becoming aware of any such Material Defect or Breach, the Trustee shall request that the related Seller within the time period provided for in the related Mortgage Loan Purchase Agreement cure such Material Defect or Breach, as the case may be, in all material respects or repurchase the affected Mortgage Loan for a cash amount equal to the applicable Purchase Price, all in accordance with the related Mortgage Loan Purchase Agreement; provided, however, that, in lieu of effecting any such repurchase, a Seller will be permitted to deliver a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this Agreement. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) such document has been mutilated, damaged, defaced, torn or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information set forth in the Mortgage Loan Schedule respecting such Mortgage Loan differs from the information contained in the documents in the Mortgage File in a material and adverse manner, or (d) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereof. As to any Qualifying Substitute Mortgage Loan, the Trustee shall direct the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to the Master Servicer), the related Mortgage File with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans after the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, shall not be part of the Trust Fund and will be remitted by the Master Servicer to the related Seller promptly following receipt. In any month in which a Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amount. The Trustee shall direct such Seller, to deposit cash equal to such amount into the Collection Account concurrently with the delivery of the Mortgage File for the Qualifying Substitute Mortgage Loan, without any reimbursement thereof. The Seller shall give written notice to the Trustee and the Master Servicer of such deposit promptly following the occurrence thereof. If the affected Mortgage Loan is to be repurchased, the Trustee shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any such substitution, the Qualifying Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document constituting a part of a Mortgage File has a Material Defect, or discovers or receives notice of a breach of any representation, warranty or covenant relating to any Mortgage Loan set forth in the related Mortgage Loan Purchase Agreement, as the case may be, that may give rise to a repurchase obligation on the part of the related Seller (a "BREACHBreach"), such party shall give prompt written notice to the other parties hereto. Promptly upon becoming aware of any such Material Defect or Breach, the Trustee shall request that the related Seller within the time period provided for in the related Mortgage Loan Purchase Agreement cure such Material Defect or Breach, as the case may be, in all material respects or repurchase the affected Mortgage Loan for a cash amount equal to the applicable Purchase Price, all in accordance with the related Mortgage Loan Purchase Agreement; provided, however, that, in lieu of effecting any such repurchase, a Seller will be permitted to deliver a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this Agreement. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECTMaterial Defect" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) such document has been mutilated, damaged, defaced, torn or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information set forth in the Mortgage Loan Schedule respecting such Mortgage Loan differs from the information contained in the documents in the Mortgage File in a material and adverse manner, or (d) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereof. As to any Qualifying Substitute Mortgage Loan, the Trustee shall direct the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to the Master Servicer), the related Mortgage File with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans after the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, shall not be part of the Trust Fund and will be remitted by the Master Servicer to the related Seller promptly following receipt. In any month in which a Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amount. The Trustee shall direct such Seller, to deposit cash equal to such amount into the Collection Account concurrently with the delivery of the Mortgage File for the Qualifying Substitute Mortgage Loan, without any reimbursement thereof. The Seller Master Servicer shall give written notice to the Trustee and the Master Servicer of such deposit promptly following the occurrence thereof. If the affected Mortgage Loan is to be repurchased, the Trustee shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any such substitution, the Qualifying Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document or documents constituting a part of a Mortgage File has a Material Defectnot been delivered as and when required, has not been properly executed, or is defective on its face or discovers or receives notice of a breach of any representation, warranty or covenant of the representations and warranties relating to any the Mortgage Loan Loans required to be made by the Seller regarding the characteristics of the Mortgage Loans and/or related Mortgage Properties as set forth in the related Mortgage Loan Purchase Agreement, as the and in either case may be, that may give rise to a repurchase obligation on the part of the related Seller such defect (a "BREACHDocument Defect")) or breach (a "Breach") materially and adversely affects the interests of the holders of the Certificates, such party shall give prompt written notice to the other parties heretohereto and to each Rating Agency. Promptly (but in any event within three (3) Business Days) upon becoming aware of any such Material Document Defect or Breach, the Trustee shall Master Servicer shall, and the Special Servicer may, request that the related Seller within Seller, not later than 85 days from the time period provided for in Seller's receipt of the related Mortgage Loan Purchase Agreement notice of such Document Defect or Breach, cure such Material Document Defect or Breach, as the case may be, in all material respects; provided, however, that if such Document Defect or Breach, as the case may be, cannot be corrected or cured in all material respects within such 85-day period, and such Document Defect or Breach would not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), but the Seller is diligently attempting to effect such correction or cure, as certified by the Seller in an Officer's Certificate delivered to the Trustee, then the cure period will be extended for 90 days. If any such Document Defect or Breach cannot be corrected or cured in all material respects within the above cure periods, the Seller will be obligated, not later than the last day of such permitted cure period, to (i) repurchase the affected Mortgage Loan for a cash amount equal to from the Trust at the applicable Purchase Price, all Price in accordance with the related Mortgage Loan Purchase Agreement; provided, howeveror (ii) if within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section 1.860G-2(f)), thatat the Seller's option, in lieu of effecting any replace such repurchase, a Seller will be permitted to deliver Mortgage Loan with a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this AgreementLoan. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) If such document has been mutilated, damaged, defaced, torn Document Defect or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information set forth in Breach would cause the Mortgage Loan Schedule respecting such Mortgage Loan differs to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, the repurchase must occur within 85 days from the information contained in date the documents in Seller was notified of the Mortgage File in a material defect and adverse manner, substitution must occur within the sooner of (i) 85 days from the date the Seller was notified of the defect or (dii) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereoftwo years from the Closing Date. As to any Qualifying Substitute Mortgage LoanLoan or Loans, the Trustee Master Servicer shall direct cause the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to or Loans, the Master Servicer)Mortgage Note, the Mortgage, the related Mortgage File Assignment of Mortgage, and such other documents and agreements as are required by Section 2.1, with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." Section 2.1. No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments payments due with respect to Qualifying Substitute Mortgage Loans after in the related date month of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, substitution shall not be part of the Trust Fund and will be retained by Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on the related Deleted Mortgage Loan for such month and thereafter the Seller promptly following receiptshall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Master Servicer shall deliver or cause to be delivered such amended Mortgage Loan Schedule to the Trustee and the Special Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. Upon receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Trustee shall release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the Seller, and the Trustee (and the Depositor, if necessary) shall execute and deliver such instruments of transfer or assignment in the form presented to it, in each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title was transferred to the Trustee or the Depositor) in the Seller or its designee to any Deleted Mortgage Loan (including any property acquired in respect thereof or any insurance policy proceeds relating thereto) substituted for pursuant to this Section 2.3. In any month in which a the Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amountamount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received in the month of substitution). The Trustee Depositor shall direct such Seller, cause the Seller to deposit cash equal to the amount of such amount shortage into the Collection Certificate Account concurrently with in the delivery month of the Mortgage File for the Qualifying Substitute Mortgage Loansubstitution, without any reimbursement thereof. In addition, the Depositor shall cause the Seller to deposit into the Certificate Account, together with such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the sum of the applicable Mortgage Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed, and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Seller Depositor shall cause the Seller, in the case of the Mortgage Loans, to give written notice in writing (accompanied by an Officer's Certificate as to the calculation of such shortage) to the Trustee and the Master Servicer of such deposit promptly following event which notice shall be accompanied by an Officers' Certificate as to the occurrence thereofcalculation of such shortfall. If the affected Mortgage Loan is to be repurchased, the Trustee Master Servicer shall designate the Collection Certificate Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any such substitution, the Qualifying Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document or documents constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform in any respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a Material "Document Defect"), or discovers or receives notice of a breach of any representation, representation or warranty or covenant relating to any the Mortgage Loan Loans set forth in the related Mortgage Loan Purchase Agreement, as the case may be, that may give rise to a repurchase obligation on the part of the related Seller Agreement (a "BREACHBreach"), such party shall give prompt written notice to the other parties heretohereto and to each Rating Agency. Promptly upon becoming aware of any such Material Document Defect or Breach, the Trustee shall Master Servicer shall, and the Special Servicer may, request that the related Seller within Seller, not later than 90 days from such Seller's receipt of the time period provided for in the related Mortgage Loan Purchase Agreement notice of such Document Defect or Breach, cure such Material Document Defect or Breach, as the case may be, in all material respects or repurchase the affected Mortgage Loan for a cash amount equal to at the applicable Purchase Price, all Price in accordance with the related Mortgage Loan Purchase Agreement; provided, however, that, in lieu of effecting any such repurchase, a that the related Seller will be permitted to deliver a Qualifying Substitute Mortgage Loan within such 90 day period and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions prior written consent of the related Mortgage Loan Purchase Agreement Operating Adviser, which consent shall not be unreasonably withheld; and this Agreement. A document in provided, further, that the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) such document has been mutilated, damaged, defaced, torn or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information set forth in the Mortgage Loan Schedule respecting Seller may substitute for such Mortgage Loan differs from only until two years after the information contained in start-up day for the documents in the Mortgage File in a material and adverse manner, or (d) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereofREMICs. As to any Qualifying Substitute Mortgage LoanLoan or Loans, the Trustee Master Servicer shall direct cause the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to or Loans, the Master Servicer)Mortgage Note, the Mortgage, the related Mortgage File assignment of the Mortgage, and such other documents and agreements as are required by Section 2.1, with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." Section 2.1. No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments payments due with respect to Qualifying Substitute Mortgage Loans after in the related date month of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, substitution shall not be part of the Trust Fund and will be retained by Master Servicer and remitted by the Master Servicer to the related Seller promptly following receipton the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on the related Deleted Mortgage Loan for such month and thereafter the related Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Master Servicer shall deliver or cause to be delivered such amended Mortgage Loan Schedule to the Trustee and the Special Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. Upon receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Trustee shall release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the related Seller, and the Trustee (and the Depositor, if necessary) shall execute and deliver such instruments of transfer or 50 58 assignment in the form presented to it, in each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title was transferred to the Trustee or the Depositor) in the related Seller or its designee to any Deleted Mortgage Loan substituted for pursuant to this Section 2.2. In any month in which a the related Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amountamount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received in the month of substitution). The Trustee Depositor shall direct such Seller, cause the related Seller to deposit cash equal to the amount of such amount shortage into the Collection Certificate Account concurrently with in the delivery month of the Mortgage File for the Qualifying Substitute Mortgage Loansubstitution, without any reimbursement thereof. In addition, the Depositor shall cause the related Seller to deposit into the Certificate Account, together with such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the sum of the applicable Mortgage Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed, and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Seller Depositor shall cause the related Seller, in the case of the Mortgage Loans, to give written notice in writing (accompanied by an Officer's Certificate as to the calculation of such shortage) to the Trustee and the Master Servicer of such deposit promptly following event which notice shall be accompanied by an Officers' Certificate as to the occurrence thereofcalculation of such shortfall. If the affected Mortgage Loan is to be repurchased, the Trustee Master Servicer shall designate the Collection Certificate Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct Notwithstanding the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan andforegoing, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of a commitment to issue a policy of lender's title insurance in lieu of the delivery of the actual policy of lender's title insurance shall not be considered a Document Defect with respect to any Mortgage File if such amended Mortgage Loan Schedule actual policy of insurance is delivered to the other parties hereto. Upon any such substitution, Trustee or a Custodian on its behalf not later than the Qualifying Substitute Mortgage Loan shall be subject to 90th day following the terms of this Agreement in all respectsClosing Date.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document or documents constituting a part of a Mortgage File has a Material Defectnot been delivered as and when required, has not been properly executed, or is defective on its face or discovers or receives notice of a breach of any representation, warranty or covenant of the representations and warranties relating to any the Mortgage Loan Loans required to be made by a Seller regarding the characteristics of the Mortgage Loans and/or related Mortgage Properties as set forth in the related Mortgage Loan Purchase AgreementAgreements, as the and in either case may be, that may give rise to a repurchase obligation on the part of the related Seller such defect (a "BREACHDocument Defect")) or breach (a "Breach") materially and adversely affects the interests of the holders of the Certificates, such party shall give prompt written notice to the other parties heretohereto and to each Rating Agency. Promptly upon becoming aware of any such Material Document Defect or 52 62 Breach, the Master Servicer shall, and the Special Servicer may, request that the related Seller, not later than 90 days from such Seller's receipt of the notice of such Document Defect or Breach, the Trustee shall request that the related Seller within the time period provided for in the related Mortgage Loan Purchase Agreement cure such Material Document Defect or Breach, as the case may be, in all material respects; provided, however, that if such Document Defect or Breach, as the case may be, cannot be corrected or cured in all material respects within such 90-day period, but the related Seller is diligently attempting to effect such correction or cure, as certified by such Seller in an Officer's Certificate delivered to the Trustee, then the cure period will be extended for an additional 90 days. If any such Document Defect or Breach cannot be corrected or cured in all material respects within the above cure periods, the related Seller will be obligated, not later than the last day of such permitted cure period, if within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), to (i) repurchase the affected Mortgage Loan for a cash amount equal to from the Trust at the applicable Purchase Price, all Price in accordance with the related Mortgage Loan Purchase Agreement; provided, howeveror (ii) at the Seller's option, that, in lieu of effecting any replace such repurchase, a Seller will be permitted to deliver Mortgage Loan with a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this AgreementLoan. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) If such document has been mutilated, damaged, defaced, torn Document Defect or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information set forth in Breach would cause the Mortgage Loan Schedule respecting such Mortgage Loan differs to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, repurchase must occur within 90 days from the information contained in date the documents in Seller was notified of the Mortgage File in a material defect and adverse manner, substitution must occur within the sooner of (i) 90 days from the date the Seller was notified of the defect or (dii) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereoftwo years from the Closing Date. As to any Qualifying Substitute Mortgage LoanLoan or Loans, the Trustee Master Servicer shall direct cause the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to or Loans, the Master Servicer)Mortgage Note, the Mortgage, the related Mortgage File assignment of the Mortgage, and such other documents and agreements as are required by Section 2.1, with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." Section 2.1. No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments payments due with respect to Qualifying Substitute Mortgage Loans after in the related date month of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, substitution shall not be part of the Trust Fund and will be retained by Master Servicer and remitted by the Master Servicer to the related Seller promptly following receipton the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on the related Deleted Mortgage Loan for such month and thereafter the related Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Master Servicer shall deliver or cause to be delivered such amended Mortgage Loan Schedule to the Trustee, the Paying Agent and the Special Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. Upon receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Trustee shall release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the related Seller, and the Trustee (and the Depositor, if necessary) shall execute and deliver such instruments of transfer or assignment in the form presented to it, in each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title was In any month in which a the related Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amountamount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received in the month of substitution). The Trustee Depositor shall direct such Seller, cause the related Seller to deposit cash equal to the amount of such amount shortage into the Collection Certificate Account concurrently with in the delivery month of the Mortgage File for the Qualifying Substitute Mortgage Loansubstitution, without any reimbursement thereof. The In addition, the Depositor shall cause the related Seller shall give written notice to deposit into the Certificate Account, together with such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the Trustee sum of the applicable Mortgage Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed, and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Depositor shall cause the related Seller, in the case of the Mortgage Loans, to give notice in writing (accompanied by an Officer's Certificate as to the calculation of such shortage) to the Trustee, the Paying Agent and the Master Servicer of such deposit promptly following event which notice shall be accompanied by an Officers' Certificate as to the occurrence thereofcalculation of such shortfall. If the affected Mortgage Loan is to be repurchased, the Trustee Master Servicer shall designate the Collection Certificate Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct Notwithstanding the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan andforegoing, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of a commitment to issue a Title Insurance Policy in lieu of the delivery of the actual Title Insurance Policy shall not be considered a Document Defect with respect to any Mortgage File if such amended Mortgage Loan Schedule actual Title Insurance Policy is delivered to the other parties hereto. Upon any such substitution, Trustee or a Custodian on its behalf not later than the Qualifying Substitute Mortgage Loan shall be subject to 180th day following the terms of this Agreement in all respectsClosing Date.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document or documents constituting a part of a Mortgage File has not been delivered as and when required, has not been properly executed, or is defective on its face (a Material "Document Defect, ") or discovers or receives notice of a breach of any representation, warranty or covenant of the representations and warranties relating to any the Mortgage Loan Loans required to be made by a Seller regarding the characteristics of the Mortgage Loans and/or related Mortgage Properties as set forth in the related Mortgage Loan Purchase Agreement, as the case may be, that may give rise to a repurchase obligation on the part of the related Seller Agreements (a "BREACHBreach"), and either: (i) the Document Defect or Breach materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, or (ii) both (a) the Document Defect or Breach materially and adversely affects the value of the Mortgage Loan and (b) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan, then in either case such party shall give prompt written notice to the other parties heretohereto and to each Rating Agency. Promptly upon becoming aware of any such Material Document Defect or Breach, the Trustee shall Servicer shall, and the Special Servicer may, request that the related Seller within Seller, not later than 90 days from such Seller's receipt of the time period provided for in the related Mortgage Loan Purchase Agreement notice of such Document Defect or Breach, cure such Material Document Defect or Breach, as the case may be, in all material respects; provided, however, that if such Document Defect or Breach, as the case may be, cannot be corrected or cured in all material respects within such 90-day period, but the related Seller is diligently attempting to effect such correction or cure, as certified by such Seller in an Officer's Certificate delivered to the Trustee, then the cure period will be extended for an additional 90 days unless, solely in the case of a Document Defect, (x) the Mortgage Loan is then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred as a result of a monetary default or as described in clause (ii) or clause (v) of the definition of "Servicing Transfer Event" and (y) the Document Defect was identified in a certification delivered to the Seller by the Trustee pursuant to Section 2.2 not less than 90 days prior to the delivery of the notice of such Document Defect. The parties acknowledge that neither delivery of a certification or schedule of exceptions to a Seller pursuant to Section 2.2 or otherwise nor possession of such certification or schedule by the Seller shall, in and of itself, constitute delivery of notice of any Document Defect or knowledge or awareness by the Seller of any Document Defect listed therein. If any such Document Defect or Breach cannot be corrected or cured in all material respects within the above cure periods, the related Seller will be obligated, not later than the last day of such permitted cure period, to (i) repurchase the affected Mortgage Loan for a cash amount equal to from the Trust at the applicable Purchase Price, all Price in accordance with the related Mortgage Loan Purchase Agreement; provided, howeveror (ii) at the Seller's option, thatif within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), in lieu of effecting any replace such repurchase, a Seller will be permitted to deliver Mortgage Loan with a Qualifying Substitute Mortgage Loan. If such Document Defect or Breach would cause the Mortgage Loan to be other than a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code), then notwithstanding the previous sentence, repurchase must occur within 90 days from the date the Seller was notified of the defect or breach and substitution must occur within the sooner of (i) 90 days from the date the Seller was notified of the defect or breach or (ii) two years from the Closing Date. Notwithstanding the provisions of the final two sentences of the second preceding paragraph and of the immediately preceding paragraph, in the event of a Breach of the representation set forth in a Mortgage Loan Purchase Agreement as to the obligation of a Mortgagor to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions costs of obtaining any Rating Agency Confirmation that is required hereunder in connection with an assumption of the related Mortgage Loan, the sole obligation of the related Seller shall be to pay an amount equal to such costs to the extent the related Mortgagor is not required to pay them and such payment shall constitute a cure of such Breach. Promptly upon receipt of notice of such Breach, the Servicer shall, and the Special Servicer may, request the related Seller to make such payment by deposit to the Certificate Account. If (x) a Mortgage Loan Purchase Agreement is to be repurchased or replaced as contemplated above, (y) such Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans and (z) the applicable Document Defect or Breach does not materially and adversely affect the interests of the holders of the Certificates as to such other Mortgage Loans (without regard to this Agreement. A document in paragraph), then the Mortgage File applicable Document Defect or Breach shall be deemed to have so materially and adversely affect the interests of the Certificateholders as each such other Mortgage Loan for purposes of the above provisions and the related Seller shall be obligated to repurchase or replace each such other Mortgage Loan in accordance with the provisions above, unless, in the case of a Breach, both of the following two conditions would be satisfied if the related Seller were to repurchase or replace only those Mortgage Loans as to which a Breach had occurred without regard to this paragraph (the "MATERIAL DEFECT" Affected Loan(s)"): (i) the Debt Service Coverage Ratio for all such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar quarters immediately preceding the repurchase or replacement is not less than 0.10x below the lesser of (A) the debt service coverage ratio for all such other Mortgage Loans (excluding the Affected Loan(s)) set forth in Annex A to the Final Prospectus Supplement and (B) the debt service coverage ratio for all such Mortgage Loans that are cross-collateralized and cross-defaulted with one another (including the Affected Loan(s)) for the four preceding calendar quarters preceding the repurchase or replacement, and (ii) the Loan-to-Value Ratio for all such other Mortgage Loans (excluding the Affected Loan(s)) is not greater than 10% more than the greater of (A) the loan-to-value ratio for all such other Mortgage Loans (excluding the Affected Loan(s)) set forth in Annex A to the Final Prospectus Supplement and (B) the loan-to-value ratio for all such Mortgage Loans that are cross-collateralized and cross-defaulted with one another (including the Affected Loan(s)), at the time of repurchase or replacement. The determination of the Servicer as to whether either of the conditions set forth above has been satisfied shall be conclusive and binding in the absence of manifest error. The Servicer will be entitled to, or direct the related Seller to, cause to be delivered an Appraisal of any or all of the related Mortgaged Properties for purposes of determining whether the condition set forth in clause (ii) above has been satisfied, in each case at the expense of the related Seller if the scope and cost of the Appraisal is approved by the related Seller (such approval not to be unreasonably withheld). Any of the following Document Defects shall be conclusively presumed materially and adversely to affect the interests of Certificateholders in, or the value of, a Mortgage Loan: (a) any document required the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File is not in a certified copy of the Trustee's possession Mortgage and the certificate states that the original signed Mortgage was sent for recordation within the time required to be delivered, (b) such document has been mutilated, damaged, defaced, torn previous 180 days; or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information absence from the Mortgage File of the item called for by paragraph (ix) of the definition of Mortgage File. If any of the foregoing Document Defects is discovered by the Custodian (or the Trustee if there is no Custodian), the Trustee (or as set forth in Section 2.3(a), the Servicer) will take the steps described elsewhere in this section, including the giving of notices to the Rating Agencies and the parties hereto and making demand upon the related Seller for the cure of the Document Defect or repurchase or replacement of the related Mortgage Loan Schedule respecting such Mortgage Loan differs from the information contained in the documents in the Mortgage File in a material and adverse manner, or (d) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereofLoan. As to any Qualifying Substitute Mortgage LoanLoan or Loans, the Trustee Servicer shall direct cause the related Seller to deliver to the Custodian (or the Trustee if there is no Custodian) for such Qualifying Substitute Mortgage Loan (with a copy to or Loans, the Master Servicer)Mortgage Note, the Mortgage, the related Mortgage File assignment of the Mortgage, and such other documents and agreements as are required by Section 2.1, with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." Section 2.1. No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments payments due with respect to Qualifying Substitute Mortgage Loans after in the related date month of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, substitution shall not be part of the Trust Fund and will be retained by Servicer and remitted by the Master Servicer to the related Seller promptly following receipton the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on the related Deleted Mortgage Loan for such month and thereafter the related Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Servicer shall deliver or cause to be delivered such amended Mortgage Loan Schedule to the Trustee, the Custodian, the Paying Agent and the Special Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. Upon receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Custodian (or the Trustee if there is no Custodian) shall release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the related Seller, and the Trustee (and the Depositor, if necessary) shall execute and deliver such instruments of transfer or assignment in the form presented to it, in each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title was transferred to the Trustee or the Depositor) in the related Seller or its designee to any Deleted Mortgage Loan substituted for pursuant to this Section 2.3. In any month in which a the related Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amountamount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received in the month of substitution). The Trustee Depositor shall direct such Seller, cause the related Seller to deposit cash equal to the amount of such amount shortage into the Collection Certificate Account concurrently with in the delivery month of the Mortgage File for the Qualifying Substitute Mortgage Loansubstitution, without any reimbursement thereof. The In addition, the Depositor shall cause the related Seller shall give written notice to deposit into the Certificate Account, together with such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the Trustee sum of the applicable Mortgage Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed, and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Depositor shall cause the related Seller, in the case of the Mortgage Loans, to give notice in writing (accompanied by an Officer's Certificate as to the calculation of such shortage) to the Trustee, the Paying Agent and the Master Servicer of such deposit promptly following event which notice shall be accompanied by an Officers' Certificate as to the occurrence thereofcalculation of such shortfall. If the affected Mortgage Loan is to be repurchased, the Trustee Servicer shall designate the Collection Certificate Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct Notwithstanding the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan andforegoing, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of a commitment to issue a Title Insurance Policy in lieu of the delivery of the actual Title Insurance Policy shall not be considered a Document Defect with respect to any Mortgage File if such amended Mortgage Loan Schedule actual Title Insurance Policy is delivered to the other parties hereto. Upon any such substitution, Custodian (or the Qualifying Substitute Mortgage Loan shall be subject to Trustee if there is no Custodian) not later than the terms of this Agreement in all respects180th day following the Closing Date.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document or documents constituting a part of a Mortgage File has a Material Defectnot been delivered as and when required, has not been properly executed, or is defective on its face or discovers or receives notice of a breach of any representation, warranty or covenant of the representations and warranties relating to any the Mortgage Loan Loans required to be made by a Seller regarding the characteristics of the Mortgage Loans and/or related Mortgage Properties as set forth in the related Mortgage Loan Purchase AgreementAgreements, as the and in either case may be, that may give rise to a repurchase obligation on the part of the related Seller such defect (a "BREACHDocument Defect")) or breach (a "Breach") either (i) materially and adversely affects the interests of the holders of the Certificates in the related Mortgage Loan, or (ii) both (A) the Document Defect or Breach materially and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan, such party shall give prompt written notice to the other parties heretohereto and to each Rating Agency. Promptly (but in any event within three Business Days) upon becoming aware of any such Material Document Defect or Breach, the Trustee shall Master Servicer shall, and the Special Servicer may, request that the related Seller within Seller, not later than 85 days from such Seller's receipt of the time period provided for in the related Mortgage Loan Purchase Agreement notice of such Document Defect or Breach, cure such Material Document Defect or Breach, as the case may be, in all material respects; provided, however, that if such Document Defect or Breach, as the case may be, cannot be corrected or cured in all material respects within such 85-day period, and such Document Defect or Breach would not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code) but the related Seller is diligently attempting to effect such correction or cure, as certified by such Seller in an Officer's Certificate delivered to the Trustee, then the cure period will be extended for an additional 90 days unless, solely in the case of a Document Defect, (x) the Mortgage Loan is then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred as a result of a monetary default or as described in clause (ii) or clause (v) of the definition of "Servicing Transfer Event" and (y) the Document Defect was identified in a certification delivered to the Seller by the Trustee pursuant to Section 2.2 not less than 85 days prior to the delivery of the notice of such Document Defect. The parties acknowledge that neither delivery of a certification or schedule of exceptions to a Seller pursuant to Section 2.2 or otherwise nor possession of such certification or schedule by the Seller shall, in and of itself, constitute delivery of notice of any Document Defect or knowledge or awareness by the Seller of any Document Defect listed therein. If any such Document Defect or Breach cannot be corrected or cured in all material respects within the above cure periods, the related Seller will be obligated, not later than the last day of such permitted cure period, to (i) repurchase the affected Mortgage Loan for a cash amount equal to from the Trust at the applicable Purchase Price, all Price in accordance with the related Mortgage Loan Purchase Agreement; provided, howeveror (ii) if within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), thatat the related Seller's option, in lieu of effecting any replace such repurchase, a Seller will be permitted to deliver Mortgage Loan with a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this AgreementLoan. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) If such document has been mutilated, damaged, defaced, torn Document Defect or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information set forth in Breach would cause the Mortgage Loan Schedule respecting such Mortgage Loan differs to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, the repurchase must occur within 85 days from the information contained in date the documents in related Seller was notified of the Mortgage File in a material defect and adverse manner, substitution must occur within the sooner of (i) 85 days from the date the related Seller was notified of the defect or (dii) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereoftwo years from the Closing Date. As to any Qualifying Substitute Mortgage LoanLoan or Loans, the Trustee Master Servicer shall direct not execute any instrument effecting the substitution unless the related Seller to deliver has delivered to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to or Loans, the Master Servicer)Mortgage Note, the Mortgage, the related Mortgage File Assignment of Mortgage, and such other documents and agreements as are required by Section 2.1, with the related Mortgage Note endorsed as required by clause (i) of Section 2.1 and the definition of "Mortgage File." Master Servicer shall be entitled to rely on statements and certifications from the Trustee for this purpose. No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments payments due with respect to Qualifying Substitute Mortgage Loans after in the related date month of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, substitution shall not be part of the Trust Fund and will be retained by Master Servicer and remitted by the Master Servicer to the related Seller promptly on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on the related Deleted Mortgage Loan for such month and thereafter the related Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Master Servicer shall deliver or cause to be delivered such amended Mortgage Loan Schedule to the Trustee and the Special Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. Upon receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Trustee shall release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the related Seller, and the Trustee (and the Depositor, if necessary) shall execute and deliver such instruments of transfer or assignment in the form presented to it, in each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title was transferred to the Trustee or the Depositor) in the related Seller or its designee to any Deleted Mortgage Loan (including any property acquired in respect thereof or any insurance policy proceeds relating thereto) substituted for pursuant to this Section 2.3. Any of the following receiptDocument Defects shall be conclusively presumed materially and adversely to affect the interests of Certificateholders in a Mortgage Loan: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File a certified copy of the Mortgage by the local authority with which the Mortgage was recorded; or (c) the absence from the Mortgage File of the item called for by paragraph (viii) of the definition of Mortgage File. If any of the foregoing Document Defects is discovered by the Custodian (or the Trustee if there is no Custodian), the Trustee (or as set forth in Section 2.3(a), the Master Servicer) will take the steps described elsewhere in this section, including the giving of notices to the Rating Agencies and the parties hereto and making demand upon the related Seller for the cure of the Document Defect or repurchase or replacement of the related Mortgage Loan. In any month in which a the related Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amountamount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received in the month of substitution). The Trustee Depositor shall direct such Seller, cause the related Seller to deposit cash equal to the amount of such amount shortage into the Collection Certificate Account concurrently with in the delivery month of the Mortgage File for the Qualifying Substitute Mortgage Loansubstitution, without any reimbursement thereof. In addition, the Depositor shall cause the related Seller to deposit into the Certificate Account, together with such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the sum of the applicable Mortgage Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed, and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Seller Depositor shall cause the related Seller, in the case of the Mortgage Loans, to give written notice in writing (accompanied by an Officer's Certificate as to the calculation of such shortage) to the Trustee and the Master Servicer of such deposit promptly following event which notice shall be accompanied by an Officers' Certificate as to the occurrence thereofcalculation of such shortfall. If the affected Mortgage Loan is to be repurchased, the Trustee Master Servicer shall designate the Collection Certificate Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any such substitution, the Qualifying Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document or documents constituting a part of a Mortgage File has a Material Defectnot been delivered as and when required, has not been properly executed, or is defective on its face or discovers or receives notice of a breach of any representation, warranty or covenant of the representations and warranties relating to any the Mortgage Loan Loans required to be made by the Seller regarding the characteristics of the Mortgage Loans and/or related Mortgage Properties as set forth in the related Mortgage Loan Purchase Agreement, as the and in either case may be, that may give rise to a repurchase obligation on the part of the related Seller such defect (a "BREACHDocument Defect")) or breach (a "Breach") materially and adversely affects the interests of the holders of the Certificates, such party shall give prompt written notice to the other parties heretohereto and to each Rating Agency. Promptly (but in any event within three (3) Business Days) upon becoming aware of any such Material Document Defect or Breach, the Trustee shall request that the related Seller within Seller, not later than 85 days from the time period provided for in Seller's receipt of the related Mortgage Loan Purchase Agreement notice of such Document Defect or Breach, cure such Material Document Defect or Breach, as the case may be, in all material respects; provided, however, that if such Document Defect or Breach, as the case may be, cannot be corrected or cured in all material respects within such 85-day period, and such Document Defect or Breach would not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), but the Seller is diligently attempting to effect such correction or cure and the Seller reasonably believes that the cure can be effected within an additional 85 day period, as certified by the Seller in an Officer's Certificate delivered to the Trustee, then the cure period will be extended for 85 days. If any such Document Defect or Breach cannot be corrected or cured in all material respects within the above cure periods, the Seller will be obligated, not later than the last day of such permitted cure period, to (i) repurchase the affected Mortgage Loan for a cash amount equal to from the Trust at the applicable Purchase Price, all Price in accordance with the related Mortgage Loan Purchase Agreement; provided, howeveror (ii) if within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section 1.860G-2(f)), thatat the Seller's option, in lieu of effecting any replace such repurchase, a Seller will be permitted to deliver Mortgage Loan with a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this AgreementLoan. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) If such document has been mutilated, damaged, defaced, torn Document Defect or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information set forth in Breach would cause the Mortgage Loan Schedule respecting such Mortgage Loan differs to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, the repurchase or substitution must occur within 85 days from the information contained earlier of the date the Seller discovered the Material Defect or Breach or the date the Seller was notified of the Document Defect or Breach, and, in the documents case of a substitution, in no event more than two years from the Mortgage File in a material and adverse manner, or (d) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereofClosing Date. As to any Qualifying Substitute Mortgage LoanLoan or Loans, the Trustee shall direct cause the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to or Loans, the Master Servicer)Mortgage Note, the Mortgage, the related Mortgage File Assignment of Mortgage, and such other documents and agreements as are required by Section 2.1, with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." Section 2.1. No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments payments due with respect to Qualifying Substitute Mortgage Loans after in the related date month of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, substitution shall not be part of the Trust Fund and will be retained by Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on the related Deleted Mortgage Loan for such month and thereafter the Seller promptly following receiptshall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Seller or the Depositor shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Seller or the Depositor shall deliver or cause to be delivered such amended Mortgage Loan Schedule to the Trustee, the Master Servicer and the Special Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. Upon receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Trustee shall release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the Seller, and the Trustee (and the Depositor, if necessary) shall execute and deliver such instruments of transfer or assignment in the form presented to it, in each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title was transferred to the Trustee or the Depositor) in the Seller or its designee to any Deleted Mortgage Loan (including any property acquired in respect thereof or any insurance policy proceeds relating thereto) substituted for pursuant to this Section 2.3. In any month in which a the Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amountamount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received in the month of substitution). The Trustee Depositor shall direct such Seller, cause the Seller to deposit cash equal to the amount of such amount shortage into the Collection Certificate Account concurrently with in the delivery month of the Mortgage File for the Qualifying Substitute Mortgage Loansubstitution, without any reimbursement thereof. In addition, the Depositor shall cause the Seller to deposit into the Certificate Account, together with such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the sum of the applicable Mortgage Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed, and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Seller Depositor shall cause the Seller, in the case of the Mortgage Loans, to give written notice in writing (accompanied by an Officer's Certificate as to the calculation of such shortage) to the Trustee and the Master Servicer of such deposit promptly following event which notice shall be accompanied by an Officers' Certificate as to the occurrence thereofcalculation of such shortfall. If the affected Mortgage Loan is to be repurchased, the Trustee Master Servicer shall designate the Collection Certificate Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any such substitution, the Qualifying Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document constituting a part of a Mortgage File has a Material Defect, or discovers or receives notice of a breach of any representation, warranty or covenant relating to any Mortgage Loan set forth in the related Mortgage Loan Purchase Agreement, as the case may be, that may give rise to a repurchase obligation on the part of the related Seller (a "BREACH"), such party shall give prompt written notice to the other parties hereto. Promptly upon becoming aware of any such Material Defect or Breach, the Trustee shall request that the related Seller within the time period provided for in the related Mortgage Loan Purchase Agreement cure such Material Defect or Breach, as the case may be, in all material respects or repurchase the affected Mortgage Loan for a cash amount equal to the applicable Purchase Price, all in accordance with the related Mortgage Loan Purchase Agreement; provided, however, that, in lieu of effecting any such repurchase, a Seller will be permitted to deliver a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this Agreement. The Trustee agrees that if such Material Defect or breach relates to an Owner Trust Loan, the Trustee shall first enforce its remedies hereunder and under Mortgage Loan Purhcase Agreement II against FINOVA. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) such document has been mutilated, damaged, defaced, torn or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information referred to in clause (Y) of Section 2.2 that is set forth in the Mortgage Loan Schedule respecting such Mortgage Loan differs from the information contained in the documents in the Mortgage File in a material and adverse mannerFile, or (d) a the related Mortgage Note has not been endorsed or a the related Mortgage has not been assigned, or an the related assignment of Mortgage has not been delivered as provided in Section 2.1 hereof. Nothing contained herein shall be construed to obligate the Trustee to review any Mortgage File, or any part thereof, except as required by Section 2.2 hereof. As to any Qualifying Substitute Mortgage Loan, the Trustee shall direct the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to the Master Servicer), the related Mortgage File with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans after the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, shall not be part of the Trust Fund and will be remitted by the Master Servicer to the related Seller promptly following receipt. In any month in which a Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amount. The Trustee shall direct such Seller, Seller to deposit cash equal to such amount into the Collection Account concurrently with the delivery of the Mortgage File for the Qualifying Substitute Mortgage Loan, without any reimbursement thereof. The Seller Master Servicer shall give written notice to the Trustee and the Master Servicer of such deposit promptly following the occurrence thereof. If the affected Mortgage Loan is to be repurchased, the Trustee shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if applicable applicable, the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any such substitution, the Qualifying Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document constituting a part of a Mortgage File has a Material Defect, or discovers or receives notice of a breach of any representation, warranty or covenant relating to any Mortgage Loan set forth in the related Mortgage Loan Purchase Agreement, as the case may be, that may give rise to a repurchase obligation on the part of the related Seller (a "BREACH"), such party shall give prompt written notice to the other parties hereto. Promptly upon becoming aware of any such Material Defect or Breach, the Trustee shall request that the related Seller within the time period provided for in the related Mortgage Loan Purchase Agreement cure such Material Defect or Breach, as the case may be, in all material respects or repurchase the affected Mortgage Loan for a cash amount equal to the applicable Purchase Price, all in accordance with the related Mortgage Loan Purchase Agreement; provided, however, that, in lieu of effecting any such repurchase, a Seller will be permitted to deliver a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this Agreement. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) such document has been mutilated, damaged, defaced, torn or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information set forth in the Mortgage Loan Schedule respecting such Mortgage Loan differs from the information contained in the documents in the Mortgage File in a material and adverse manner, or (d) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereof. As to any Qualifying Substitute Mortgage Loan, the Trustee shall direct the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to the Master Servicer), the related Mortgage File with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans after the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, shall not be part of the Trust Fund and will be remitted by the Master Servicer to the related Seller promptly following receipt. In any month in which a Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amount. The Trustee shall direct such Seller, to deposit cash equal to such amount into the Collection Account concurrently with the delivery of the Mortgage File for the Qualifying Substitute Mortgage Loan, without any reimbursement thereof. The Seller shall give written notice to the Trustee and the Master Servicer of such deposit promptly following the occurrence thereof. If the affected Mortgage Loan is to be repurchased, the Trustee shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any such substitution, the Qualifying Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects.49

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document or documents constituting a part of a Mortgage File has a Material Defectnot been delivered as and when required, has not been properly executed, or is defective on its face or discovers or receives notice of a breach of any representation, warranty or covenant of the representations and warranties relating to any the Mortgage Loan Loans required to be made by a Seller regarding the characteristics of the Mortgage Loans and/or related Mortgage Properties as set forth in the related Mortgage Loan Purchase AgreementAgreements, as the and in either case may be, that may give rise to a repurchase obligation on the part of the related Seller such defect (a "BREACHDocument Defect")) or breach (a "Breach") materially and adversely affects the interests of the holders of the Certificates, such party shall give prompt written notice to the other parties heretohereto and to each Rating Agency. Promptly upon becoming aware of any such Material Document Defect or Breach, the Trustee shall Servicer shall, and the Special Servicer may, request that the related Seller within Seller, not later than 90 days from such Seller's receipt of the time period provided for in the related Mortgage Loan Purchase Agreement notice of such Document Defect or Breach, cure such Material Document Defect or Breach, as the case may be, in all material respects; provided, however, that if such Document Defect or Breach, as the case may be, cannot be corrected or cured in all material respects within such 90-day period, but the related Seller is diligently attempting to effect such correction or cure, as certified by such Seller in an Officer's Certificate delivered to the Trustee, then the cure period will be extended for an additional 90 days. If any such Document Defect or Breach cannot be corrected or cured in all material respects within the above cure periods, the related Seller will be obligated, not later than the last day of such permitted cure period, to (i) repurchase the affected Mortgage Loan for a cash amount equal to from the Trust at the applicable Purchase Price, all Price in accordance with the related Mortgage Loan Purchase Agreement; provided, howeveror (ii) at the Seller's option, thatif within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), in lieu of effecting any replace such repurchase, a Seller will be permitted to deliver Mortgage Loan with a Qualifying Substitute Mortgage Loan. If such Document Defect or Breach would cause the Mortgage Loan and to pay be other than a cash amount equal to "qualified mortgage" (within the applicable Substitution Shortfall Amount, subject to the terms and conditions meaning of Section 860G(a)(3) of the related Code), then notwithstanding the previous sentence, repurchase must occur within 90 days from the date the Seller was notified of the defect and substitution must occur within the sooner of (i) 90 days from the date the Seller was notified of the defect or (ii) two years from the Closing Date. Any of the following Document Defects shall be conclusively presumed materially and adversely to affect the interests of Certificateholders in, or the value of, a Mortgage Loan Purchase Agreement and this Agreement. A document in Loan: (a) the absence from the Mortgage File shall be deemed to have of the original signed Mortgage Note, unless the Mortgage File contains a "MATERIAL DEFECT" if (a) any document required signed lost note affidavit and indemnity that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage (or with respect to the Pari Passu Loan, a copy thereof) that appears to be regular on its face, unless there is included in the Mortgage File is not in a certified copy of the Trustee's possession Mortgage and the certificate states that the original signed Mortgage was sent for recordation within the time required to be delivered, (b) such document has been mutilated, damaged, defaced, torn previous 180 days; or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information absence from the Mortgage File of the item called for by paragraph (ix) of the definition of Mortgage File. If any of the foregoing Document Defects is discovered by the Custodian (or the Trustee if there is no Custodian), the Trustee (or as set forth in Section 2.3(a), the Servicer) will take the steps described elsewhere in this section, including the giving of notices to the Rating Agencies and the parties hereto and making demand upon the related Mortgage Loan Schedule respecting such Seller for the cure of the Document Defect or repurchase or replacement of the related Mortgage Loan differs from the information contained in the documents in the Mortgage File in a material and adverse manner, or (d) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereofLoan. As to any Qualifying Substitute Mortgage LoanLoan or Loans, the Trustee Servicer shall direct cause the related Seller to deliver to the Custodian (or the Trustee if there is no Custodian) for such Qualifying Substitute Mortgage Loan (with a copy to or Loans, the Master Servicer)Mortgage Note, the Mortgage, the related Mortgage File assignment of the Mortgage, and such other documents and agreements as are required by Section 2.1, with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." Section 2.1. No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments payments due with respect to Qualifying Substitute Mortgage Loans after in the related date month of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, substitution shall not be part of the Trust Fund and will be retained by Servicer and remitted by the Master Servicer to the related Seller promptly following receipton the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on the related Deleted Mortgage Loan for such month and thereafter the related Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Servicer shall deliver or cause to be delivered such amended Mortgage Loan Schedule to the Trustee, the Custodian, the Paying Agent and the Special Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. Upon receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Custodian (or the Trustee if there is no Custodian) shall release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the related Seller, and the Trustee (and the Depositor, if necessary) shall execute and deliver such instruments of transfer or assignment in the form presented to it, in each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title was transferred to the Trustee or the Depositor) in the related Seller or its designee to any Deleted Mortgage Loan substituted for pursuant to this Section 2.3. In any month in which a the related Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amountamount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received in the month of substitution). The Trustee Depositor shall direct such Seller, cause the related Seller to deposit cash equal to the amount of such amount shortage into the Collection Certificate Account concurrently with in the delivery month of the Mortgage File for the Qualifying Substitute Mortgage Loansubstitution, without any reimbursement thereof. The In addition, the Depositor shall cause the related Seller shall give written notice to deposit into the Certificate Account, together with such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the Trustee sum of the applicable Mortgage Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed, and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Depositor shall cause the related Seller, in the case of the Mortgage Loans, to give notice in writing (accompanied by an Officer's Certificate as to the calculation of such shortage) to the Trustee, the Paying Agent and the Master Servicer of such deposit promptly following event which notice shall be accompanied by an Officers' Certificate as to the occurrence thereofcalculation of such shortfall. If the affected Mortgage Loan is to be repurchased, the Trustee Servicer shall designate the Collection Certificate Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct Notwithstanding the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan andforegoing, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of a commitment to issue a Title Insurance Policy in lieu of the delivery of the actual Title Insurance Policy shall not be considered a Document Defect with respect to any Mortgage File if such amended Mortgage Loan Schedule actual Title Insurance Policy is delivered to the other parties hereto. Upon any such substitution, Custodian (or the Qualifying Substitute Mortgage Loan shall be subject to Trustee if there is no Custodian) not later than the terms of this Agreement in all respects180th day following the Closing Date.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document constituting a part of a Mortgage File has a Material Defect, or discovers or receives notice of a breach of any representation, warranty or covenant relating to any Mortgage Loan set forth in the related Mortgage Loan Purchase Agreement, as the case may be, that may give rise to a repurchase obligation on the part of the related Seller (a "BREACH"), such party shall give prompt written notice to the other parties hereto. Promptly upon becoming aware discovering or receiving notice of any such Material Defect or Breach, the Trustee shall request that the related Seller within the time period provided for in the related Mortgage Loan Purchase Agreement cure such Material Defect or Breach, as the case may be, in all material respects or repurchase the affected Mortgage Loan for a cash amount equal to the applicable Purchase Price, all in accordance with the related Mortgage Loan Purchase Agreement; provided, however, that, in lieu of effecting any such repurchase, a Seller will be permitted to deliver a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this Agreement. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) such document has been mutilated, damaged, defaced, torn or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information referred to in clause (Y) of Section 2.2 that is set forth in the Mortgage Loan Schedule respecting such Mortgage Loan differs from the information contained in the documents in the Mortgage File in a material and adverse mannerFile, or (d) a the related Mortgage Note has not been endorsed or a the related Mortgage has not been assigned, or an the related assignment of Mortgage has not been delivered as provided in Section 2.1 hereof. Nothing contained herein shall be construed to obligate the Trustee to review any Mortgage File, or any part thereof, except as required by Section 2.2 hereof. As to any Qualifying Substitute Mortgage Loan, the Trustee shall direct the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to the Master Servicer), the related Mortgage File with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans after the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, shall not be part of the Trust Fund and will be remitted by the Master Servicer to the related Seller promptly following receipt. In any month in which a Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amount. The Trustee shall direct such Seller, Seller to deposit cash equal to such amount into the Collection Account concurrently with the delivery of the Mortgage File for the Qualifying Substitute Mortgage Loan, without any reimbursement thereof. The Seller Master Servicer shall give written notice to the Trustee and the Master Servicer of such deposit promptly following the occurrence thereof. If the affected Mortgage Loan is to be repurchased, the Trustee shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if applicable applicable, the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any such substitution, the Qualifying Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document or documents constituting a part of a Mortgage File has a Material Defectnot been delivered as and when required, has not been properly executed, or is defective on its face or discovers or receives notice of a breach of any representation, warranty or covenant of the representations and warranties relating to any the Mortgage Loan Loans required to be made by a Seller regarding the characteristics of the Mortgage Loans and/or related Mortgage Properties as set forth in the related Mortgage Loan Purchase AgreementAgreements, as the and in either case may be, that may give rise to a repurchase obligation on the part of the related Seller such defect (a "BREACHDocument Defect")) or breach (a "Breach") materially and adversely affects the interests of the holders of the Certificates, such party shall give prompt written notice to the other parties heretohereto and to each Rating Agency. Promptly upon becoming aware of any such Material Document Defect or Breach, the Trustee shall Master Servicer shall, and the Special Servicer may, request that the related Seller within Seller, not later than 90 days from such Seller's receipt of the time period provided for in the related Mortgage Loan Purchase Agreement notice of such Document Defect or Breach, cure such Material Document Defect or Breach, as the case may be, in all material respects; provided, however, that if such Document Defect or Breach, as the case may be, cannot be corrected or cured in all material respects within such 90-day period, but the related Seller is diligently attempting to effect such correction or cure, as certified by such Seller in an Officer's Certificate delivered to the Trustee, then the cure period will be extended for an additional 90 days. If any such Document Defect or Breach cannot be corrected or cured in all material respects within the above cure periods, the related Seller will be obligated, not later than the last day of such permitted cure period, to (i) repurchase the affected Mortgage Loan for a cash amount equal to from the Trust at the applicable Purchase Price, all Price in accordance with the related Mortgage Loan Purchase Agreement; provided, howeveror (ii) if within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), thatat the related Seller's option, in lieu of effecting any replace such repurchase, a Seller will be permitted to deliver Mortgage Loan with a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this AgreementLoan. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) If such document has been mutilated, damaged, defaced, torn Document Defect or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information set forth in Breach would cause the Mortgage Loan Schedule respecting such Mortgage Loan differs to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, the repurchase must occur within 90 days from the information contained in date the documents in related Seller was notified of the Mortgage File in a material defect and adverse manner, substitution must occur within the sooner of (i) 90 days from the date the related Seller was notified of the defect or (dii) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereoftwo years from the Closing Date. As to any Qualifying Substitute Mortgage LoanLoan or Loans, the Trustee Master Servicer shall direct cause the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to or Loans, the Master Servicer)Mortgage Note, the Mortgage, the related Mortgage File assignment of the Mortgage, and such other documents and agreements as are required by Section 2.1, with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." Section 2.1. No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments payments due with respect to Qualifying Substitute Mortgage Loans after in the related date month of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, substitution shall not be part of the Trust Fund and will be retained by Master Servicer and remitted by the Master Servicer to the related Seller promptly following receipton the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on the related Deleted Mortgage Loan for such month and thereafter the related Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Master Servicer shall deliver or cause to be delivered such amended Mortgage Loan Schedule to the Trustee and the Special Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. Upon receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Trustee shall release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the related Seller, and the Trustee (and the Depositor, if necessary) shall execute and deliver such instruments of transfer or assignment in the form presented to it, in each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title was transferred to the Trustee or the Depositor) in the related Seller or its designee to any Deleted Mortgage Loan (including any property acquired in respect thereof or any insurance policy proceeds relating thereto) substituted for pursuant to this Section 2.3. In any month in which a the related Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amountamount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received in the month of substitution). The Trustee Depositor shall direct such Seller, cause the related Seller to deposit cash equal to the amount of such amount shortage into the Collection Certificate Account concurrently with in the delivery month of the Mortgage File for the Qualifying Substitute Mortgage Loansubstitution, without any reimbursement thereof. In addition, the Depositor shall cause the related Seller to deposit into the Certificate Account, together with such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the sum of the applicable Mortgage Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed, and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Seller Depositor shall cause the related Seller, in the case of the Mortgage Loans, to give written notice in writing (accompanied by an Officer's Certificate as to the calculation of such shortage) to the Trustee and the Master Servicer of such deposit promptly following event which notice shall be accompanied by an Officers' Certificate as to the occurrence thereofcalculation of such shortfall. If the affected Mortgage Loan is to be repurchased, the Trustee Master Servicer shall designate the Collection Certificate Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any such substitution, the Qualifying Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects.

SELLERS' REPURCHASE OF MORTGAGE LOANS FOR DOCUMENT DEFECTS AND BREACHES OF REPRESENTATIONS AND WARRANTIES. (a) If any party hereto discovers that any document or documents constituting a part of a Mortgage File has a Material Defectnot been delivered as and when required, has not been properly executed, or is defective on its face or discovers or receives notice of a breach of any representation, warranty or covenant of the representations and warranties relating to any the Mortgage Loan Loans required to be made by a Seller regarding the characteristics of the Mortgage Loans and/or related Mortgage Properties as set forth in the related Mortgage Loan Purchase AgreementAgreements, as the and in either case may be, that may give rise to a repurchase obligation on the part of the related Seller such defect (a "BREACHDocument Defect")) or breach (a "Breach") materially and adversely affects the interests of the holders of the Certificates, such party shall give prompt written notice to the other parties heretohereto and to each Rating Agency. Promptly (but in any event within three (3) Business Days) upon becoming aware of any such Material Document Defect or Breach, the Trustee shall Master Servicer shall, and the Special Servicer may, request that the related Seller within Seller, not later than 85 days from such Seller's receipt of the time period provided for in the related Mortgage Loan Purchase Agreement notice of such Document Defect or Breach, cure such Material Document Defect or Breach, as the case may be, in all material respects; provided, however, that if such Document Defect or Breach, as the case may be, cannot be corrected or cured in all material respects within such 85-day period, and such Document Defect or Breach would not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), but the related Seller is diligently attempting to effect such correction or cure, as certified by such Seller in an Officer's Certificate delivered to the Trustee, then the cure period will be extended for 90 days. If any such Document Defect or Breach cannot be corrected or cured in all material respects within the above cure periods, the related Seller will be obligated, not later than the last day of such permitted cure period, to (i) repurchase the affected Mortgage Loan for a cash amount equal to from the Trust at the applicable Purchase Price, all Price in accordance with the related Mortgage Loan Purchase Agreement; provided, howeveror (ii) if within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), thatat the related Seller's option, in lieu of effecting any replace such repurchase, a Seller will be permitted to deliver Mortgage Loan with a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to the terms and conditions of the related Mortgage Loan Purchase Agreement and this AgreementLoan. A document in the Mortgage File shall be deemed to have a "MATERIAL DEFECT" if (a) any document required to be included in the Mortgage File is not in the Trustee's possession within the time required to be delivered, (b) If such document has been mutilated, damaged, defaced, torn Document Defect or otherwise physically altered in any material respect at the time of its delivery to the Trustee, (c) the information set forth in Breach would cause the Mortgage Loan Schedule respecting such Mortgage Loan differs to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, the repurchase must occur within 85 days from the information contained in date the documents in related Seller was notified of the Mortgage File in a material defect and adverse manner, substitution must occur within the sooner of (i) 85 days from the date the related Seller was notified of the defect or (dii) a Mortgage Note has not been endorsed or a Mortgage has not been assigned, or an assignment of Mortgage has not been delivered as provided in Section 2.1 hereoftwo years from the Closing Date. As to any Qualifying Substitute Mortgage LoanLoan or Loans, the Trustee Master Servicer shall direct cause the related Seller to deliver to the Trustee for such Qualifying Substitute Mortgage Loan (with a copy to or Loans, the Master Servicer)Mortgage Note, the Mortgage, the related Mortgage File assignment of the Mortgage, and such other documents and agreements as are required by Section 2.1, with the related Mortgage Note endorsed as required by clause (i) of the definition of "Mortgage File." Section 2.1. No substitution may be made in any calendar month after the Determination Date for such month. Monthly Payments payments due with respect to Qualifying Substitute Mortgage Loans after in the related date month of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans on or prior to the related date of substitution, and Monthly Payments due with respect to Deleted Mortgage Loans after the related date of substitution, substitution shall not be part of the Trust Fund and will be retained by Master Servicer and remitted by the Master Servicer to the related Seller promptly following receipton the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on the related Deleted Mortgage Loan for such month and thereafter the related Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Master Servicer shall deliver or cause to be delivered such amended Mortgage Loan Schedule to the Trustee, the Paying Agent and the Special Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. Upon receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Trustee shall release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the related Seller, and the Trustee (and the Depositor, if necessary) shall execute and deliver such instruments of transfer or assignment in the form presented to it, in each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title was transferred to the Trustee or the Depositor) in the related Seller or its designee to any Deleted Mortgage Loan (including any property acquired in respect thereof or any insurance policy proceeds relating thereto) substituted for pursuant to this Section 2.3. In any month in which a the related Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amountamount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received in the month of substitution). The Trustee Depositor shall direct such Seller, cause the related Seller to deposit cash equal to the amount of such amount shortage into the Collection Certificate Account concurrently with in the delivery month of the Mortgage File for the Qualifying Substitute Mortgage Loansubstitution, without any reimbursement thereof. The In addition, the Depositor shall cause the related Seller shall give written notice to deposit into the Certificate Account, together with such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the Trustee sum of the applicable Mortgage Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed, and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Depositor shall cause the related Seller, in the case of the Mortgage Loans, to give notice in writing (accompanied by an Officer's Certificate as to the calculation of such shortage) to the Trustee, the Paying Agent and the Master Servicer of such deposit promptly following event which notice shall be accompanied by an Officers' Certificate as to the occurrence thereofcalculation of such shortfall. If the affected Mortgage Loan is to be repurchased, the Trustee Master Servicer shall designate the Collection Certificate Account as the account to which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis. The Trustee shall direct the related Seller to amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan and, if applicable the substitution of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the Trustee shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any such substitution, the Qualifying Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects.