Common use of Material Defects Clause in Contracts

Material Defects. (i) On or before the Closing Date, the Seller shall make the Mortgage Files available to the Purchaser or its agent for examination, which examination may be at the offices of the Custodian or the Seller. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. (ii) If any document is missing, has not been executed, is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the Mortgage Loan Schedule (a "Material Defect"), the Purchaser or its assignee shall promptly notify the Seller in writing of such Material Defect. The Seller shall correct or cure any such Material Defect within 90 days from the date of notice of the Material Defect and if the Seller does not correct or cure such Material Defect within such period and such defect materially and adversely affects the interests of the Purchaser or its assignee in the related Mortgage Loan, the Seller will either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in this Section 5 or (b) purchase such Mortgage Loan from the Purchaser or its assignee at the Repurchase Price for such Mortgage Loan; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Internal Revenue Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further that if such defect relates solely to the inability of the Seller to deliver the original Mortgage or intervening assignments thereof, or a certified copy, because the originals of such documents, or a certified copy, have not been returned by the applicable recording office, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of the Seller or the applicable Servicer confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as assignee of the Purchaser, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (iii) With respect to each Substitute Mortgage Loan, the Seller shall promptly deliver to the Custodian, on behalf of the Trustee as assignee of the Purchaser, the Mortgage Note, the Mortgage, and the other documents required to be included in the related Mortgage File, with the Mortgage Note endorsed and the Mortgage assigned as required by the definition of Mortgage File. Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall be retained by the Seller and not transferred to the Purchaser. For the month of substitution, collections on the Mortgage Loans will include the scheduled payment due for such month on any Deleted Mortgage Loan for which the Seller has substituted a Substitute Mortgage Loan. (iv) The Seller shall amend the Mortgage Loan Schedule to reflect the repurchase or transfer to the Seller of each Mortgage Loan that has become a Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Purchaser, with a copy to each of the Trustee and the Custodian. Upon such substitution, each Substitute Mortgage Loan shall be subject to the terms of this agreement in all respects, and the Seller shall be deemed to have made to the Purchaser with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties set forth in Section 7. Upon any such substitution and the payment to the Trustee as assignee of the Purchaser of the Repurchase Price or of any required Substitution Adjustment Amount, the Purchaser shall cause the Custodian to release the Mortgage File relating to such Deleted Mortgage Loan to the Seller and the Purchaser and its assignees, as applicable, shall execute and deliver at the Seller's direction such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer to the Seller, or its designee, any Defective Mortgage Loan substituted for or repurchased pursuant to this Section 5. (v) For any month in which the Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans after application of the principal portion of the scheduled payments due in the month of substitution (the "Substitution Adjustment Amount") shall be paid to the Trustee as assignee of the Purchaser by the Seller on or before the Remittance Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder.

Material Defects. (i) On or before the Closing Date, the Seller shall make the Mortgage Files available to the Purchaser or its agent for examination, which examination may be at the offices of the Custodian or the Seller. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. (ii) If any document is missing, has not been executed, is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the Mortgage Loan Schedule (a "Material Defect"), the Purchaser or its assignee shall promptly notify the Seller in writing of such Material Defect. The Seller shall correct or cure any such Material Defect within 90 days from the date of notice of the Material Defect and if the Seller does not correct or cure such Material Defect within such period and such defect materially and adversely affects the interests of the Purchaser or its assignee in the related Mortgage Loan, the Seller will either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in this Section 5 or (b) purchase such Mortgage Loan from the Purchaser or its assignee at the Repurchase Price for such Mortgage Loan; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Internal Revenue Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further that if such defect relates solely to the inability of the Seller to deliver the original Mortgage or intervening assignments thereof, or a certified copy, because the originals of such documents, or a certified copy, have not been returned by the applicable recording office, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of the Seller or the applicable Servicer confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as assignee of the Purchaser, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (iii) With respect to each Substitute Mortgage Loan, the Seller shall promptly deliver to the Custodian, on behalf of the Trustee as assignee of the Purchaser, the Mortgage Note, the Mortgage, and the other documents required to be included in the related Mortgage File, with the Mortgage Note endorsed and the Mortgage assigned as required by the definition of Mortgage File. Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall be retained by the Seller and not transferred to the Purchaser. For the month of substitution, collections on the Mortgage Loans will include the scheduled payment due for such month on any Deleted Mortgage Loan for which the Seller has substituted a Substitute Mortgage Loan. (iv) The Seller shall amend the Mortgage Loan Schedule to reflect the repurchase or transfer to the Seller of each Mortgage Loan that has become a Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Purchaser, with a copy to each of the Trustee and the Custodian. Upon such substitution, each Substitute Mortgage Loan shall be subject to the terms of this agreement in all respects, and the Seller shall be deemed to have made to the Purchaser with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties set forth in Section 7Section-7. Upon any such substitution and the payment to the Trustee as assignee of the Purchaser of the Repurchase Price or of any required Substitution Adjustment Amount, the Purchaser shall cause the Custodian to release the Mortgage File relating to such Deleted Mortgage Loan to the Seller and the Purchaser and its assignees, as applicable, shall execute and deliver at the Seller's direction such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer to the Seller, or its designee, any Defective Mortgage Loan substituted for or repurchased pursuant to this Section 5. . (v) For any month in which the Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans after application of the principal portion of the scheduled payments due in the month of substitution (the "Substitution Adjustment Amount") shall be paid to the Trustee as assignee of the Purchaser by the Seller on or before the Remittance Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder.

Material Defects. (i) On or before the Closing Date, the Seller shall make the Mortgage Files available to the Purchaser or its agent for examination, which examination may be at the offices of the Custodian or the Seller. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's ’s rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. (ii) If any document is missing, has not been executed, is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the Mortgage Loan Schedule (a "“Material Defect"”), the Purchaser or its assignee shall promptly notify the Seller in writing of such Material Defect. The Seller shall correct or cure any such Material Defect within 90 days from the date of notice of the Material Defect and if the Seller does not correct or cure such Material Defect within such period and such defect materially and adversely affects the interests of the Purchaser or its assignee in the related Mortgage Loan, the Seller will either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in this Section 5 or (b) purchase such Mortgage Loan from the Purchaser or its assignee at the Repurchase Price for such Mortgage Loan; provided that, if such defect would cause the Mortgage Loan to be other than a "“qualified mortgage" ” as defined in Section 860G(a)(3) of the Internal Revenue Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further that if such defect relates solely to the inability of the Seller to deliver the original Mortgage or intervening assignments thereof, or a certified copy, because the originals of such documents, or a certified copy, have not been returned by the applicable recording office, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of the Seller or the applicable Servicer confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as assignee of the Purchaser, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (iii) With respect to each Substitute Mortgage Loan, the Seller shall promptly deliver to the Custodian, on behalf of the Trustee as assignee of the Purchaser, the Mortgage Note, the Mortgage, and the other documents required to be included in the related Mortgage File, with the Mortgage Note endorsed and the Mortgage assigned as required by the definition of Mortgage File. Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall be retained by the Seller and not transferred to the Purchaser. For the month of substitution, collections on the Mortgage Loans will include the scheduled payment due for such month on any Deleted Mortgage Loan for which the Seller has substituted a Substitute Mortgage Loan. (iv) The Seller shall amend the Mortgage Loan Schedule to reflect the repurchase or transfer to the Seller of each Mortgage Loan that has become a Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Purchaser, with a copy to each of the Trustee and the Custodian. Upon such substitution, each Substitute Mortgage Loan shall be subject to the terms of this agreement in all respects, and the Seller shall be deemed to have made to the Purchaser with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties set forth in Section 7. Upon any such substitution and the payment to the Trustee as assignee of the Purchaser of the Repurchase Price or of any required Substitution Adjustment Amount, the Purchaser shall cause the Custodian to release the Mortgage File relating to such Deleted Mortgage Loan to the Seller and the Purchaser and its assignees, as applicable, shall execute and deliver at the Seller's ’s direction such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer to the Seller, or its designee, any Defective Mortgage Loan substituted for or repurchased pursuant to this Section 5. (v) For any month in which the Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans after application of the principal portion of the scheduled payments due in the month of substitution (the "“Substitution Adjustment Amount"”) shall be paid to the Trustee as assignee of the Purchaser by the Seller on or before the Remittance Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder.

Material Defects. (A) Merger Sub will provide written notice to Target of all Material Defects based on Merger Sub’s review of the Title Commitment, Survey and zoning reports on or before (i) On the Diligence Expiration Date with respect to Merger Sub’s initial review of the Title Commitment, Title Documents and Survey and (ii) with respect to any updates to the Title Commitment, Title Documents or before Survey obtained by Merger Sub after the Closing Diligence Expiration Date, the Seller date occurring five (5) Business Days after Merger Sub’s receipt of such updated Title Commitment, Title Documents or Survey. Within ten (10) Business Days following Merger Sub’s delivery of notice of Material Defects, Target and Merger Sub shall make confer and negotiate in good faith on a mutually-acceptable resolution of the Mortgage Files available Material Defects, including the agreed-upon cost to cure each of the Material Defects, and the amount of the Impacts of each of such Material Defects, which will be a credit against the Adjusted Purchase Price in favor of Merger Sub if the applicable Material Defects cannot be cured (such ten (10) Business Day period is referred to herein as the “Mutual Resolution Period”). If, upon the expiration of the Mutual Resolution Period, either (A) the Parties cannot agree on an appropriate resolution of any Material Defect, (B) Target disputes the validity of any Material Defect, or (C) the Parties cannot agree on the cost to cure or the Impacts amount of any applicable Material Defect, then the Parties shall submit such dispute to binding arbitration (with a notice that shall include the applicable Material Defect in dispute and each Party’s determination of the associated Impacts) by such third-party arbitrator mutually acceptable to the Purchaser or its agent for examination, which examination may be at Parties (the offices of the Custodian or the Seller“Arbitrator”). The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's rights to demand cureArbitrator will decide if each such Material Defect in dispute is valid, repurchase, substitution or other relief as provided in this Agreement. (ii) If any document and if it is missing, has not been executed, is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the Mortgage Loan Schedule (a "Material Defect")valid, the Purchaser or its assignee shall promptly notify cost to cure such Material Defect and the Seller in writing Impacts amount of such Material Defect. The Seller decision of the Arbitrator shall correct or cure any such Material Defect be delivered within 90 days from ten (10) Business Days of the date submission of notice the dispute and shall be conclusive and binding upon the Parties. (B) If the aggregate amount of the Impacts for all of the Material Defect and if the Seller Defects does not correct exceed the Cure Maximum, as agreed upon by the parties pursuant to Section 8(a)(vi)(A) above (whether through the Mutual Resolution Period or arbitration), Target shall use its commercially reasonable efforts to cure such all Material Defect within such period and such defect materially and adversely affects Defects prior to Closing, up to the interests Cure Maximum. If Target uses its commercially reasonable efforts to cure all Material Defects up to the Cure Maximum, but is unable to do so by the Closing Date, the Parties will close subject to the remaining Material Defects with a reduction of the Purchaser Adjusted Purchase Price in an amount equal to the total Impacts amount of such uncured Material Defects, such reduction not to exceed the Cure Maximum minus the amount of the total Impacts of the cured Material Defects paid by Target prior to the Closing. (C) If the aggregate amount of the Impacts for all of the Material Defects exceeds the Cure Maximum, as agreed upon by the parties pursuant to Section 8(a)(vi)(A) above (whether through the Mutual Resolution Period or arbitration), Target may elect, by written notice to Merger Sub within five (5) Business Days of the determination of the aggregate Impacts amount, to elect, in its assignee sole and absolute discretion, to either (i) use its commercially reasonable efforts to cure all of the Material Defects, including the Material Defects which have Impacts in excess of the related Mortgage LoanCure Maximum, (ii) not cure any of Material Defects, or (iii) use its commercially reasonable efforts to cure only those Material Defects with aggregate Impacts up to, but not exceeding, the Seller will Cure Maximum. If Target elects (i) of the immediately preceding sentence and any or all of the Material Defects are not cured by the Closing Date, then Merger Sub can elect to either (a) substitute for terminate this Agreement, in which event this Agreement, without further action of the related Mortgage Loan a Substitute Mortgage LoanParties, which substitution shall be accomplished in become null and void and neither Party shall have any further rights or obligations under this Agreement, other than those that by their terms survive the manner and subject to the conditions set forth in termination of this Section 5 Agreement, or (b) purchase close subject to the Material Defects with a reduction of the Adjusted Purchase Price in an amount equal to the total Impacts amount of such Mortgage Loan from uncured Material Defects, such reduction not to exceed the Purchaser or its assignee at Cure Maximum minus the Repurchase Price for such Mortgage Loan; provided that, if such defect would cause amount of the Mortgage Loan total Impacts of the cured Material Defects paid by Target prior to be other than a "qualified mortgage" as defined in Section 860G(a)(3the Closing. If Target elects clause (ii) of the Internal Revenue Codeimmediately preceding sentence, then Merger Sub can elect, by written notice to Target within five (5) Business Days after Merger Sub’s receipt of Target’s election, to either (a) terminate this Agreement, in which event this Agreement, without further action of the Parties, shall become null and void and neither Party shall have any such curefurther rights or obligations under this Agreement, repurchase other than those that by their terms survive the termination of this Agreement, or substitution must occur within 90 days from the date such breach was discovered; provided, further that if such defect relates solely (b) close subject to the inability Material Defects with a reduction of the Seller to deliver the original Mortgage or intervening assignments thereof, or a certified copy, because the originals of such documents, or a certified copy, have not been returned by the applicable recording office, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but Adjusted Purchase Price in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording an amount equal to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of the Seller or the applicable Servicer confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as assignee of the Purchaser, shall be effected by the Seller within thirty days of its receipt of the original recorded document. Cure Maximum. If Target elects clause (iii) With respect of the first sentence of this Section 8(a)(vi)(C), then Merger Sub can elect, by written notice to each Substitute Mortgage LoanTarget within five (5) Business Days after Merger Sub’s receipt of Target’s election, to either (a) terminate this Agreement, in which event this Agreement, without further action of the Seller Parties, shall promptly deliver become null and void and neither Party shall have any further rights or obligations under this Agreement, other than those that by their terms survive the termination of this Agreement, or (b) close subject to any Material Defects that are uncured by the Closing Date with a reduction of the Adjusted Purchase Price in an amount equal to the Custodiantotal Impacts amount of such uncured Material Defects, on behalf such reduction not to exceed the Cure Maximum minus the amount of the Trustee as assignee total Impacts of the Purchaser, the Mortgage Note, the Mortgage, and the other documents required to be included in the related Mortgage File, with the Mortgage Note endorsed and the Mortgage assigned as required cured Material Defects paid by the definition of Mortgage File. Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall be retained by the Seller and not transferred Target prior to the Purchaser. For the month of substitution, collections on the Mortgage Loans will include the scheduled payment due for such month on any Deleted Mortgage Loan for which the Seller has substituted a Substitute Mortgage LoanClosing. (iv) The Seller shall amend the Mortgage Loan Schedule to reflect the repurchase or transfer to the Seller of each Mortgage Loan that has become a Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Purchaser, with a copy to each of the Trustee and the Custodian. Upon such substitution, each Substitute Mortgage Loan shall be subject to the terms of this agreement in all respects, and the Seller shall be deemed to have made to the Purchaser with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties set forth in Section 7. Upon any such substitution and the payment to the Trustee as assignee of the Purchaser of the Repurchase Price or of any required Substitution Adjustment Amount, the Purchaser shall cause the Custodian to release the Mortgage File relating to such Deleted Mortgage Loan to the Seller and the Purchaser and its assignees, as applicable, shall execute and deliver at the Seller's direction such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer to the Seller, or its designee, any Defective Mortgage Loan substituted for or repurchased pursuant to this Section 5. (v) For any month in which the Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans after application of the principal portion of the scheduled payments due in the month of substitution (the "Substitution Adjustment Amount") shall be paid to the Trustee as assignee of the Purchaser by the Seller on or before the Remittance Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder.

Material Defects. (i) On or before the Closing Date, the Seller shall make the Mortgage Files available to the Purchaser or its agent for examination, which examination may be at the offices of the Custodian or the Seller. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. (ii) If any document is missing, has not been executed, is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the Mortgage Loan Schedule (a "Material Defect"), the Purchaser or its assignee shall promptly notify the Seller in writing of such Material Defect. The Seller shall correct or cure any such Material Defect within 90 days from the date of notice of the Material Defect and if the Seller does not correct or cure such Material Defect within such period and such defect materially and adversely affects the interests of the Purchaser or its assignee in the related Mortgage Loan, the Seller will either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in this Section 5 or (b) purchase such Mortgage Loan from the Purchaser or its assignee at the Repurchase Price for such Mortgage Loan; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Internal Revenue Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further that if such defect relates solely to the inability of the Seller to deliver the original Mortgage or intervening assignments thereof, or a certified copy, because the originals of such documents, or a certified copy, have not been returned by the applicable recording office, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of the Seller or the applicable Servicer confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as assignee of the Purchaser, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (iii) With respect to each Substitute Mortgage Loan, the Seller shall promptly deliver to the Custodian, on behalf of the Trustee as assignee of the Purchaser, the Mortgage Note, the Mortgage, and the other documents required to be included in the related Mortgage File, with the Mortgage Note endorsed and the Mortgage assigned as required by the definition of Mortgage File. Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall be retained by the Seller and not transferred to the Purchaser. For the month of substitution, collections on the Mortgage Loans will include the scheduled payment due for such month on any Deleted Mortgage Loan for which the Seller has substituted a Substitute Mortgage Loan. (iv) The Seller shall amend the Mortgage Loan Schedule to reflect the repurchase or transfer to the Seller of each Mortgage Loan that has become a Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Purchaser, with a copy to each of the Trustee and the Custodian. Upon such substitution, each Substitute Mortgage Loan shall be subject to the terms of this agreement in all respects, and the Seller shall be deemed to have made to the Purchaser with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties set forth in Section 7. Upon any such substitution and the payment to the Trustee as assignee of the Purchaser of the Repurchase Price or of any required Substitution Adjustment Amount, the Purchaser shall cause the Custodian to release the Mortgage File relating to such Deleted Mortgage Loan to the Seller and the Purchaser and its assignees, as applicable, shall execute and deliver at the Seller's direction such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer to the Seller, or its designee, any Defective Mortgage Loan substituted for or repurchased pursuant to this Section 5. . (v) For any month in which the Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans after application of the principal portion of the scheduled payments due in the month of substitution (the "Substitution Adjustment Amount") shall be paid to the Trustee as assignee of the Purchaser by the Seller on or before the Remittance Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder.