Common use of COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS Clause in Contracts

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Insurer or such time as a breach of any Representation and Warranty materially and adversely affects the interests of the Holders or of the Certificate Insurer as set forth above, the Sponsor shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause the Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation or Warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the Holders, the Trustee or the Certificate Insurer. (b) In the event that any Qualified Replacement Mortgage is delivered by the Sponsor to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a) with respect to such Qualified Replacement Mortgage upon the discovery by any of the Holders, the Sponsor, the Servicer, the Certificate Insurer or the Trustee that the Representations and Warranties applicable to such Qualified Replacement Mortgage are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (b) any of the Representations and Warranties referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement Mortgage) to the Trustee.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) With the provisos and limitations as to remedies set forth in this Section 3.4, upon the discovery by any Originator, the Sponsor, the Master Servicer, the Class A-8 and Class A-9 Certificate Insurer, any Sub-Servicer or the Trustee that the representations and warranties set forth in Section 3.3 of this Agreement or in the Master Transfer Agreement were untrue in any material respect as of the Startup Day and such breaches of the representations and warranties materially and adversely affect the interests of the Owners or of the Class A-8 and Class A-9 Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. The Sponsor acknowledges that a breach of any representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (viii) of Section 3.3 above constitutes breach of a representation or warranty which "materially and adversely affects the interests of the Owners or of the Class A-8 and Class A-9 Certificate Insurer in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Class A-8 and Class A-9 Certificate Insurer or such time as a breach of any Representation representation and Warranty warranty materially and adversely affects the interests of the Holders Owners or of the Class A-8 and Class A-9 Certificate Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to or an Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan 51 65 from the REMIC Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Class A-8 and Class A-9 Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the REMIC Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the REMIC Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan, (ii) the delivery of such opinion or (iii) at the direction of the Control Party. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation representation or Warranty warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the HoldersOwners, the Trustee or and the Class A-8 and Class A-9 Certificate Insurer. (bc) In the event that any Qualified Replacement Mortgage is delivered by an Originator or by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the related Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the HoldersOwners, the Sponsor, the Master Servicer, the Class A-8 and Class A-9 Certificate Insurer Insurer, any Sub-Servicer or the Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage warranties set forth in the related Master Transfer Agreement or in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders Owners or the Class A-8 and Class A-9 Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (bc) any of the Representations representations and Warranties warranties in the related Master Transfer Agreement or as set forth in Section 3.3 above referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the Trustee.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) With the provisos and limitations as to remedies set forth in this Section 3.4, upon the discovery by any Originator, the Sponsor, the Master Servicer, the Certificate Insurer, any Sub-Servicer or the Trustee that the representations and warranties set forth in Section 3.3 of this Agreement or in a Master Transfer Agreement were untrue in any material respect as of the Startup Day (or the Subsequent Transfer Date, as the case may be) and such breaches of the representations and warranties materially and adversely affect the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. The Sponsor acknowledges that a breach of any representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) 52 54 relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (ix) of Section 3.3 above constitutes breach of a representation or warranty which materially and adversely affects the interests of the Owners or of the Certificate Insurer in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Insurer or such time as a breach of any Representation representation and Warranty warranty materially and adversely affects the interests of the Holders Owners or of the Certificate Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to or an Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the REMIC Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the REMIC Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the REMIC Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan, (ii) the delivery of such opinion or (iii) at the direction of the Control Party. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation representation or Warranty warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the HoldersOwners, the Trustee or and the Certificate Insurer. (bc) In the event that any Qualified Replacement Mortgage is delivered by an Originator or by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the related Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the HoldersOwners, the Sponsor, the Master Servicer, the Certificate Insurer Insurer, any Sub-Servicer or the Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage warranties set forth in the related Master Transfer Agreement or in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders Owners or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (b) any of the Representations and Warranties referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the Trustee.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) With the provisos and limitations as to remedies set forth in this Section 3.4, upon the discovery by any Originator, the Sponsor, the Master Servicer, the Certificate Insurer, any Sub-Servicer or the Trustee that the representations and warranties set forth in Section 3.3 of this Agreement or in a Master Transfer Agreement were untrue in any material respect as of the Startup Day (or the Subsequent Transfer Date, as the case may be) and such breaches of the representations and warranties materially and adversely affect the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. The Sponsor acknowledges that a breach of any representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (ix) of Section 3.3 above constitutes breach of a representation or warranty which materially and adversely affects the interests of the Owners or of the Certificate Insurer in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Insurer or such time as a breach of any Representation representation and Warranty warranty materially and adversely affects the interests of the Holders Owners or of the Certificate Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to or an Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the REMIC Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the REMIC Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the REMIC Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan, (ii) the delivery of such opinion or (iii) at the direction of the Control Party. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation representation or Warranty warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the HoldersOwners, the Trustee or and the Certificate Insurer. (bc) In the event that any Qualified Replacement Mortgage is delivered by an Originator or by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the related Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a) with respect to such Qualified Replacement Mortgage upon the discovery by any of the Holders, the Sponsor, the Servicer, the Certificate Insurer or the Trustee that the Representations and Warranties applicable to such Qualified Replacement Mortgage are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (b) any of the Representations and Warranties referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement Mortgage) to the Trustee.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) With the provisos and limitations as to remedies set forth in this Section 3.4, upon the discovery by any Originator, the Sponsor, the Master Servicer, any Sub-Servicer or the Trustee that the representations and warranties set forth in Section 3.3 of this Agreement or in the Master Transfer Agreement were untrue in any material respect as of the Startup Day and such breaches of the representations and warranties materially and adversely affect the interests of the Owners or of the party discovering such breach shall give prompt written notice to the other parties. The Sponsor acknowledges that a breach of any representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (viii) of Section 3.3 above constitutes breach of a representation or warranty which "materially and adversely affects the interests of the Owners in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Insurer or such time as a breach of any Representation representation and Warranty warranty materially and adversely affects the interests of the Holders or of the Certificate Insurer Owners as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to or an Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the REMIC Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the REMIC Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the REMIC Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur if so directed by the Trustee upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation representation or Warranty warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the Holders, the Trustee Owners or the Certificate InsurerTrustee. (bc) In the event that any Qualified Replacement Mortgage is delivered by an Originator or by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the related Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the HoldersOwners, the Sponsor, the Master Servicer, the Certificate Insurer any Sub-Servicer or the Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage warranties set forth in the related Master Transfer Agreement or in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders or the Certificate Insurer Owners in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (bc) any of the Representations representations and Warranties warranties in the related Master Transfer Agreement or as set forth in Section 3.3 above referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the Trustee.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) With the provisos and limitations as to remedies set forth in this Section 3.4, upon the discovery by any Originator, the Sponsor, the Master Servicer, the Group I Insurer, any Sub-Servicer or the Trustee that the representations and warranties set forth in Section 3.3 of this Agreement or in the Master Transfer Agreement were untrue in any material respect as of the Startup Day and such breaches of the representations and warranties materially and adversely affect the interests of the Owners or of the Group I Insurer, the party discovering such breach shall give prompt written notice to the other parties. The Sponsor acknowledges that a breach of any representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (viii) of Section 3.3 above constitutes breach of a representation or warranty which "materially and adversely affects the interests of the Owners or of the Group I Insurer in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Group I Insurer or such time as a breach of any Representation representation and Warranty warranty materially and adversely affects the interests of the Holders Owners or of the Certificate Group I Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to or an Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the REMIC Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Group I Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the REMIC Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the REMIC Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan, (ii) the delivery of such opinion or (iii) at the direction of the Control Party. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation representation or Warranty warranty is untrue 49 55 in any material respect and has not been remedied shall constitute the sole remedy available to the HoldersOwners, the Trustee or and the Certificate Group I Insurer. (bc) In the event that any Qualified Replacement Mortgage is delivered by an Originator or by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the related Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the HoldersOwners, the Sponsor, the Master Servicer, the Certificate Insurer Group I Insurer, any Sub-Servicer or the Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage warranties set forth in the related Master Transfer Agreement or in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders Owners or the Certificate Group I Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (bc) any of the Representations representations and Warranties warranties in the related Master Transfer Agreement or as set forth in Section 3.3 above referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the Trustee. (e) Notwithstanding anything to the contrary contained herein, the Sponsor shall deliver, or cause to be delivered, the File (including the original Note) for each Mortgage Loan to the Trustee on or before April 2, 1998 or shall repurchase such Mortgage Loan from the Trust (without regard to any cure period) by remitting the Loan Purchase Price on or before April 2, 1998.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) With the provisos and limitations as to remedies set forth in this Section 3.4, upon the discovery by any Originator, the Sponsor, the Master Servicer, the Class A-8 and Class A-9 Certificate Insurer, any Sub-Servicer or the Trustee that the representations and warranties set forth in Section 3.3 of this Agreement or in the Master Transfer Agreement were untrue in any material respect as of the Startup Day (or the Subsequent Transfer Date, as the case may be) and such breaches of the representations and warranties materially and adversely affect the interests of the Owners or of the Class A-8 and Class A-9 Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. The Sponsor acknowledges that a breach of any representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (viii) of Section 3.3 above constitutes breach of a representation or warranty which "materially and adversely affects the interests of the Owners or of the Class A-8 and Class A-9 Certificate Insurer in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Class A-8 and Class A-9 Certificate Insurer or such time as a breach of any Representation representation and Warranty warranty materially and adversely affects the interests of the Holders Owners or of the Class A-8 and Class A-9 Certificate Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to or an Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation or Warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the Holders, the Trustee or the Certificate Insurer. (b) In the event that any Qualified Replacement Mortgage is delivered by the Sponsor to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a) with respect to such Qualified Replacement Mortgage upon the discovery by any of the Holders, the Sponsor, the Servicer, the Certificate Insurer or the Trustee that the Representations and Warranties applicable to such Qualified Replacement Mortgage are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (b) any of the Representations and Warranties referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement Mortgage) to the Trustee.and

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) Upon With the earliest provisos and limitations as to occur of remedies set forth in this Section 3.4, upon the discovery by the Sponsor's discovery, its receipt of notice of breach from the Master Servicer, the Note Insurer, any one of Sub-Servicer or the other parties hereto or from Indenture Trustee that the Certificate Insurer or such time as a breach of any Representation representations and Warranty materially and adversely affects the interests of the Holders or of the Certificate Insurer as warranties set forth above, the Sponsor shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause the Originator to), subject to the further requirements Section 3.3 of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice Agreement or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation or Warranty is Master Transfer Agreement were untrue in any material respect and has not been remedied shall constitute as of the sole remedy available to the Holders, the Trustee Closing Date (or the Certificate Insurer. (bSubsequent Transfer Date, as the case may be) In the event that any Qualified Replacement Mortgage is delivered by the Sponsor to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a) with respect to 27 32 such Qualified Replacement Mortgage upon the discovery by any breaches of the Holders, the Sponsor, the Servicer, the Certificate Insurer or the Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that warranties materially and adversely affect the interests of the Holders Class A Noteholders or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (b) any of the Representations and Warranties referring to items "as of Note Insurer, the Cut-Off Date" or "as of the Startup Day" party discovering such breach shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed give prompt written notice to the Trust. (c) other parties. The Sponsor acknowledges that a breach of any of the Representations and Warranties representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(vviii) of Section 3.3 above constitutes a breach of a representation or warranty that "which materially and adversely affects the interests of the Holders Class A Noteholders or of the Certificate Insurer" Note Insurer in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Note Insurer or such time as a breach of any representation and warranty materially and adversely affects the interests of the Class A Noteholders or of the Note Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all Delinquency Advances and Servicing Advances, including Nonrecoverable Advances, theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Trust A Principal and Interest Account or (ii) purchase such Mortgage Loan from the Issuer at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Trust A Principal and Interest Account. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a representation or warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the Class A Noteholders, the Indenture Trustee or the Note Insurer. (c) In the event that any Qualified Replacement Mortgage is delivered by an Originator or by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Issuer pursuant to Section 3.3, Section 3.4 or Section 2.2 hereof, the related Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the Class A Noteholders, the Sponsor, the Master Servicer, the Note Insurer, any Sub-Servicer or the Indenture Trustee that the representations and warranties set forth in the related Master Transfer Agreement or in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Issuer such that the interests of the Class A Noteholders or the Note Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (c) the representations and warranties in the related Master Transfer Agreement or as set forth in Section 3.3 above referring to items "as of the Cut-Off Date" or "as of the Subsequent Cut-Off Date" or "as of the Closing Date" or "as of the Subsequent Transfer Date" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Issuer. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the TrusteeIndenture Trustee on behalf of the Issuer.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Insurer or such time as a breach of any Representation and Warranty materially and adversely affects the interests of the Holders or of the Certificate Insurer as set forth above, the Sponsor shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause the Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation or Warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the Holders, the Trustee or the Certificate Insurer. (b) In the event that any Qualified Replacement Mortgage is delivered by the Sponsor to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a) with respect to such Qualified Replacement Mortgage upon the discovery by any of the Holders, the Sponsor, the Servicer, the Certificate Insurer or the Trustee that the Representations and Warranties applicable to such Qualified Replacement Mortgage are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (b) any of the Representations and Warranties referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement Mortgage) to the Trustee.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) With the provisos and limitations as to remedies set forth in this Section 3.4, upon the discovery by any Originator, the Sponsor, the Master Servicer, the Insurer, any Sub-Servicer or the Trustee that the representations and warranties set forth in Section 3.3 of this Agreement or in the Master Transfer Agreement were untrue in any material respect as of the Startup Day and such breaches of the representations and warranties materially and adversely affect the interests of the Owners or of the Insurer, the party discovering such breach shall give prompt written notice to the other parties. The Sponsor acknowledges that a breach of any representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (viii) of Section 3.3 above constitutes breach of a representation or warranty which "materially and adversely affects the interests of the Owners or of the Insurer in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Insurer or such time as a breach of any Representation representation and Warranty warranty materially and adversely affects the interests of the Holders Owners or of the Certificate Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to or an Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the REMIC Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the REMIC Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the REMIC Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan, (ii) the delivery of such opinion or (iii) at the direction of the Control Party. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation representation or Warranty warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the HoldersOwners, the Trustee or and the Certificate Insurer. (bc) In the event that any Qualified Replacement Mortgage is delivered by an Originator or by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the related Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the HoldersOwners, the Sponsor, the Master Servicer, the Certificate Insurer Insurer, any Sub-Servicer or the Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage warranties set forth in the related Master Transfer Agreement or in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders Owners or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (bc) any of the Representations representations and Warranties warranties in the related Master Transfer Agreement or as set forth in Section 3.3 above referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the Trustee. (e) Notwithstanding anything to the contrary contained herein, the Sponsor shall deliver, or cause to be delivered, the File (including the original Note) for each Mortgage Loan to the Trustee on or before July 6, 1998 or shall repurchase such Mortgage Loan from the Trust (without regard to any cure period) by remitting the Loan Purchase Price on or before July 6, 1998.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Insurer or such time as a breach of any Representation and Warranty materially and adversely affects the interests of the Holders Owners or of the Certificate Insurer as set forth above, the Sponsor shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause the Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation or Warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the HoldersOwners, the Trustee or the Certificate Insurer. (b) In the event that any Qualified Replacement Mortgage is delivered by the Sponsor to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a) with respect to such Qualified Replacement Mortgage upon the discovery by any of the HoldersOwners, the Sponsor, the Servicer, the Certificate Insurer Insurer, or the Trustee that the Representations and Warranties applicable to such Qualified Replacement Mortgage are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders Owners or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (b) any of the Representations and Warranties referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that which "materially and adversely affects the interests of the Holders Owners or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the Trustee. (e) On the Closing Date, the Servicer shall furnish to the Certificate Insurer an Officer's Certificate certifying that the Mortgage Loans identified on the schedule attached thereto are the only Mortgage Loans for which the related Properties are located within those counties (the "Affected Counties") within the States of Ohio, Tennessee, Kentucky and Indiana that have been designated by the Federal Emergency Management Agency (FEMA) as having been affected by floods occurring in the latter part of 1996 and through the Closing Date. No later than the second Business Day following the Closing Date, the Certificate Insurer will randomly select from such schedule ten Mortgage Loans (the "Sample Loans") and notify the Servicer in writing of the identity of the selected Mortgage Loans. Within 60 days following receipt of the written notice identifying the Sample Loans, the Servicer shall (i) undertake, or cause to be undertaken, a physical inspection of the Properties securing the Sample Loans and the preparation of an inspection report with respect to such inspections; and (ii) furnish an Officer's Certificate of the Servicer to the Certificate Insurer and the Sponsor identifying, on the basis of the information in the inspection reports, those Properties (the "Breaching Properties") as to which the physical condition thereof does not comply with the representations and warranties contained in Section 5(b)(xi) of the Master Transfer Agreement. No provision of this subsection shall be deemed to modify, reduce, expand or otherwise affect the obligations of the Sponsor pursuant to Sections 3.3(b) or 3.4(a) of this Agreement with respect to any Mortgage Loan.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) Upon With the earliest provisos and limitations as to occur of remedies set forth in this Section 3.4, upon the discovery by the Sponsor's discovery, its receipt of notice of breach from the Master Servicer, the Note Insurer, any one of Sub-Servicer or the other parties hereto or from Indenture Trustee that the Certificate Insurer or such time as a breach of any Representation representations and Warranty materially and adversely affects the interests of the Holders or of the Certificate Insurer as warranties set forth above, the Sponsor shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause the Originator to), subject to the further requirements Section 3.3 of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice Agreement or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation or Warranty is Master Transfer Agreement were untrue in any material respect and has not been remedied shall constitute as of the sole remedy available to the Holders, the Trustee Closing Date (or the Certificate Insurer. (bSubsequent Transfer Date, as the case may be) In the event that any Qualified Replacement Mortgage is delivered by the Sponsor to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a) with respect to 27 32 such Qualified Replacement Mortgage upon the discovery by any breaches of the Holders, the Sponsor, the Servicer, the Certificate Insurer or the Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that warranties materially and adversely affect the interests of the Holders Class B Noteholders or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (b) any of the Representations and Warranties referring to items "as of Note Insurer, the Cut-Off Date" or "as of the Startup Day" party discovering such breach shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed give prompt written notice to the Trust. (c) other parties. The Sponsor acknowledges that a breach of any of the Representations and Warranties representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(vviii) of Section 3.3 above constitutes a breach of a representation or warranty that "which materially and adversely affects the interests of the Holders Class B Noteholders or of the Certificate Insurer" Note Insurer in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Note Insurer or such time as a breach of any representation and warranty materially and adversely affects the interests of the Class B Noteholders or of the Note Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all Delinquency Advances and Servicing Advances, including Nonrecoverable Advances, theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Trust B Principal and Interest Account or (ii) purchase such Mortgage Loan from the Issuer at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Trust B Principal and Interest Account. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a representation or warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the Class B Noteholders, the Indenture Trustee or the Note Insurer. (c) In the event that any Qualified Replacement Mortgage is delivered by an Originator or by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Issuer pursuant to Section 3.3, Section 3.4 or Section 2.2 hereof, the related Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the Class B Noteholders, the Sponsor, the Master Servicer, the Note Insurer, any Sub-Servicer or the Indenture Trustee that the representations and warranties set forth in the related Master Transfer Agreement or in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Issuer such that the interests of the Class B Noteholders or the Note Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (c) the representations and warranties in the related Master Transfer Agreement or as set forth in Section 3.3 above referring to items "as of the Cut-Off Date" or "as of the Subsequent Cut-Off Date" or "as of the Closing Date" or "as of the Subsequent Transfer Date" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Issuer. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the TrusteeIndenture Trustee on behalf of the Issuer.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) With the provisos and limitations as to remedies set forth in this Section 3.4, upon the discovery by the Sponsor, the Master Servicer, the Certificate Insurer, any Subservicer or the Trustee that the representations and warranties set forth in Section 3.3 of this Agreement were untrue in any material respect as of the Startup Day and such breaches of the representations and warranties materially and adversely affect the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Insurer or such time as a breach of any Representation representation and Warranty warranty materially and adversely affects the interests of the Holders Owners or of the Certificate Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to or an Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together together, without duplication, with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Principal and Interest Collection Account or (ii) purchase such Mortgage Loan from the REMIC Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Collection Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the REMIC Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the REMIC Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur if so directed by the Certificate Insurer upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation representation or Warranty warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the HoldersOwners, the Trustee or the Certificate Insurer. (bc) In the event that any Qualified Replacement Mortgage is delivered by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the HoldersOwners, the Sponsor, the Master Servicer, the Certificate Insurer Insurer, any Subservicer or the Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage warranties set forth in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders Owners or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (bc) any of the Representations representations and Warranties warranties in Section 3.3 above referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the Trustee.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) With the provisos and limitations as to remedies set forth in this Section 3.4, upon the discovery by any Originator, the Sponsor, the Master Servicer, the Certificate Insurer, any Sub-Servicer or the Trustee that the representations and warranties set forth in Section 3.3 of this Agreement or in the Master Transfer Agreement were untrue in any material respect as of the Startup Day and such breaches of the representations and warranties materially and adversely affect the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. The Sponsor acknowledges that a breach of any representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (viii) of Section 3.3 above constitutes breach of a representation or warranty which "materially and adversely affects the interests of the Owners or of the Certificate Insurer" in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Insurer or such time as a breach of any Representation representation and Warranty warranty materially and adversely affects the interests of the Holders Owners or of the Certificate Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to or an Originator to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the REMIC Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the REMIC Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the REMIC Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur if so directed by the Certificate Insurer upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation representation or Warranty warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the HoldersOwners, the Trustee or the Certificate Insurer. (bc) In the event that any Qualified Replacement Mortgage is delivered by an Originator or by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the related Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the HoldersOwners, the Sponsor, the Master Servicer, the Certificate Insurer Insurer, any Sub-Servicer or the Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage warranties set forth in the related Master Transfer Agreement or in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders Owners or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (bc) any of the Representations representations and Warranties warranties in the related Master Transfer Agreement or as set forth in Section 3.3 above referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the Trustee.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) Upon With the earliest provisos and limitations as to occur of remedies set forth in this Section 3.4, upon the discovery by the Sponsor's discovery, its receipt of notice of breach from the Master Servicer, the Note Insurer, any one of Sub-Servicer or the other parties hereto or from Indenture Trustee that the Certificate Insurer or such time as a breach of any Representation representations and Warranty materially and adversely affects the interests of the Holders or of the Certificate Insurer as warranties set forth above, the Sponsor shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause the Originator to), subject to the further requirements Section 3.3 of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice Agreement or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation or Warranty is Master Transfer Agreement were untrue in any material respect and has not been remedied shall constitute the sole remedy available to the Holders, the Trustee or the Certificate Insurer. (b) In the event that any Qualified Replacement Mortgage is delivered by the Sponsor to the Trust pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof, the Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a) with respect to such Qualified Replacement Mortgage upon the discovery by any as of the Holders, Closing Date and such breaches of the Sponsor, the Servicer, the Certificate Insurer or the Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that warranties materially and adversely affect the interests of the Holders Class C Noteholders or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (b) any of the Representations and Warranties referring to items "as of Note Insurer, the Cut-Off Date" or "as of the Startup Day" party discovering such breach shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed give prompt written notice to the Trust. (c) other parties. The Sponsor acknowledges that a breach of any of the Representations and Warranties representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(vviii) of Section 3.3 above constitutes a breach of a representation or warranty that "which materially and adversely affects the interests of the Holders Class C Noteholders or of the Certificate Insurer" Note Insurer in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Note Insurer or such time as a breach of any representation and warranty materially and adversely affects the interests of the Class C Noteholders or of the Note Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure such breach in all material respects or it shall (or shall cause an affiliate of the Sponsor to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all Delinquency Advances and Servicing Advances, including Nonrecoverable Advances, theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Trust C Principal and Interest Account or (ii) purchase such Mortgage Loan from the Issuer at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Trust C Principal and Interest Account. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a representation or warranty is untrue in any material respect and has not been remedied shall 24 29 constitute the sole remedy available to the Class C Noteholders, the Indenture Trustee or the Note Insurer. (c) In the event that any Qualified Replacement Mortgage is delivered by an Originator or by the Sponsor (or by an affiliate of the Sponsor, as the case may be) to the Issuer pursuant to Section 3.3, Section 3.4 or Section 2.2 hereof, the related Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the Class C Noteholders, the Sponsor, the Master Servicer, the Note Insurer, any Sub-Servicer or the Indenture Trustee that the representations and warranties set forth in the related Master Transfer Agreement or in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Issuer such that the interests of the Class C Noteholders or the Note Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (c) the representations and warranties in the related Master Transfer Agreement or as set forth in Section 3.3 above referring to items "as of the Cut-Off Date" or "as of the Closing Date" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Issuer. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement MortgageMortgage Loans) to the TrusteeIndenture Trustee on behalf of the Issuer.

COVENANTS OF SPONSOR TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE MORTGAGE LOANS IN CERTAIN SITUATIONS. (a) With the provisos and limitations as to remedies set forth in this Section 3.4, upon the discovery by Sponsor, the Master Servicer, the Sponsor, the Insurer, any Sub-Servicer or the Indenture Trustee that the representations and warranties set forth in Section 3.3 of this Agreement were untrue in any material respect as of the Closing Date (or the Subsequent Transfer Date, or the Transfer Date, as the case may be) and such breaches of the representations and warranties materially and adversely affect the interests of the Class A Noteholders or of the Insurer, the party discovering such breach shall give prompt written notice to the other parties. The Sponsor acknowledges that a breach of any representation or warranty (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Mortgaged Property or (z) set forth in clause (viii) of Section 3.3 above constitutes breach of a representation or warranty which "materially and adversely affects the interests of the Class A Noteholders or of the Insurer" in such Mortgage Loan. (b) Upon the earliest to occur of the Sponsor's discovery, its receipt of notice of breach from any one of the other parties hereto or from the Certificate Insurer or such time as a breach of any Representation representation and Warranty warranty materially and adversely affects the interests of the Holders Class A Noteholders or of the Certificate Insurer as set forth above, the Sponsor hereby covenants and warrants that it shall promptly cure (or cause the Originator to cure) such breach in all material respects or it shall (or shall cause an affiliate of the Originator Sponsor to), subject to the further requirements of this paragraph, on the second Remittance Date next succeeding such discovery, receipt of notice or such other time (i) substitute in lieu of each Mortgage Loan in the related Mortgage Loan Group that which has given rise to the requirement for action by the Sponsor a Qualified Replacement Mortgage and deliver the Substitution Amount applicable thereto, together with the aggregate amount of all unreimbursed Delinquency Advances and unreimbursed Servicing Advances theretofore made with respect to such Mortgage Loan, to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan from the Trust at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution, the Sponsor at its expense, shall cause to be delivered to the Trustee and to the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Trust or would jeopardize the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, and unless otherwise directed by the Certificate Insurer the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Trust or would not jeopardize the status of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC. It is understood and agreed that the obligation of the Sponsor to cure the defect, or substitute for, or purchase any Mortgage Loan as to which a Representation representation or Warranty warranty is untrue in any material respect and has not been remedied shall constitute the sole remedy available to the HoldersClass A Noteholders, the Indenture Trustee or the Certificate Insurer. (bc) In the event that any Qualified Replacement Mortgage is delivered by the Sponsor to the Trust pursuant to Section 3.32.2, Section 3.4 3.3 or Section 3.6 3.4 hereof, the Originator and the Sponsor shall be obligated to take the actions described in Section 3.4(a3.4(b) with respect to such Qualified Replacement Mortgage upon the discovery by any of the HoldersClass A Noteholders, the Master Servicer, the Sponsor, the ServicerInsurer, the Certificate Insurer or the Indenture Trustee that the Representations representations and Warranties applicable to such Qualified Replacement Mortgage warranties set forth in Section 3.3 above are untrue in any material respect on the date such Qualified Replacement Mortgage is conveyed to the Trust such that the interests of the Holders Class A Noteholders or the Certificate Insurer in the related Qualified Replacement Mortgage are materially and adversely affected; provided, however, that for the purposes of this subsection (b) any of the Representations and Warranties referring to items "as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such items as of the date such Qualified Replacement Mortgage is conveyed to the Trust. (c) The Sponsor acknowledges that a breach of any of the Representations and Warranties (x) relating to marketability of title sufficient to transfer unencumbered title to a Mortgage Loan, (y) relating to enforceability of the Mortgage Loan against the related Mortgagor or Property or (z) set forth in clause (a)(v) of Section 3.3 above constitutes a breach of a representation or warranty that "materially and adversely affects the interests of the Holders or of the Certificate Insurer" in such Mortgage Loan. (d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.4 shall survive delivery of the respective Mortgage Loans (including Qualified Replacement Mortgage) to the Trustee.,