Common use of Enforcement of Representations and Warranties Clause in Contracts

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment has been received by the Company for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company shall assign to the Seller all of the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments.

Enforcement of Representations and Warranties. (a) The Servicer, on behalf of and subject Master Servicer (to the direction extent it is not [_________] or an Affiliate of [_________], and otherwise the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, ) shall enforce the representations and warranties and related obligations for breaches thereof of the Seller [_________] pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Selleror receipt of notice of any materially defective document in, the Serviceror that a document is missing from, the Indenture Trustee, the Credit Enhancer, the Company a Mortgage File or any Custodian of a breach by [_________] of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan which that materially and adversely affects the interests value of the Securityholders value of such Mortgage Loan or the Credit Enhancerinterests therein of the Noteholders, the party discovering such breach Indenture Trustee shall give prompt written notice to [_________] and the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the Seller of such defect, missing document or breach and request thatthat [_________] deliver such missing document or cure such defect or breach within 60 days from the date [_________] was notified of such missing document, pursuant defect or breach, and if [_________] does not deliver such missing document or cure such defect or breach in all material respects during such period, the Master Servicer, to the terms extent it is not [_________] or an Affiliate of [_________], and otherwise the Indenture Trustee, shall enforce the obligations of [_________] under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from the Issuer at the Purchase Price within 90 days after the date on which [_________] was notified of such missing document, defect or breach, if and to the extent that [_________] is obligated to do so under the Mortgage Loan Purchase Agreement, . The Purchase Price for the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the repurchased Mortgage Loan Purchase Agreement) shall be remitted to the Master Servicer for deposit in the Collection Account and the Indenture Trustee, upon receipt of written certification from the Master Servicer of such deposit, shall release to [_________] the related Mortgage File and the Indenture Trustee shall execute and deliver such instruments of transfer or 90 days (with respect assignment, in each case without recourse, as [_________] shall furnish to a breach of the representations it and warranties contained as shall be necessary to vest in Section 3.1(b) of the [_________] any Mortgage Loan Purchase Agreement) from the date the Seller was notified released pursuant hereto. The Indenture Trustee shall not have any further responsibility with regard to such Mortgage File. In lieu of such breach or (ii) purchase repurchasing any such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shallas provided above, subject to the conditions set forth if so provided in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute [_________] may cause such Mortgage Loan or Loans for such to be removed from the Trust Estate (in which case it shall become a Deleted Mortgage Loan. In the event that the Seller elects to ) and substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Qualified Substitute Mortgage Loans in the month of substitution shall not be transferred manner and subject to the Company and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided limitations set forth in Section 2.03(b); provided, however, [_________] may not substitute a payment has been received by the Company for such month in respect of the Qualified Substitute Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the for any Deleted Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trusteethat violates any predatory or abusive lending law. It is understood and agreed that the obligation of the Seller [_________] to cure such breach or purchase to repurchase (or to substitute for such for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Company Indenture Trustee and the Noteholders. The Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In Trustee will be reimbursed for reasonable expenses incurred in connection with any breach or defect giving rise to the purchase of or substitution for any such Mortgage Loan by the Seller, the Company shall assign obligation under this Section 2.03 pursuant to Section 3.11(a)(viii). With respect to the Seller all of the right, title representations and interest warranties made by [_________] in respect of the Mortgage Loan Purchase Agreement applicable to Agreement, the Indenture Trustee shall not be charged with knowledge of any breach of any such Mortgage Loan. Upon receipt representation or warranty by [_________] unless a Responsible Officer of the Repurchase Price, or upon completion Indenture Trustee at the Corporate Trust Office obtains actual knowledge of such substitutionbreach or a Responsible Officer of the Indenture Trustee receives written notice of such breach from the Depositor, the applicable Custodian shall deliver Master Servicer or the Mortgage Files to the Servicer, together with all relevant endorsements and assignmentsNoteholders.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit EnhancerSecurityholders, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b) 4 of the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) 4 of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, Enhancer or the Company or any Custodian Issuer of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided, however, that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Servicer, in accordance with the Purchase Agreement, with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteLoan Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Minimum Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Sale and Contribution Agreement or the related Group 1 and Group 2 Subsequent Mortgage Loan Sale and Contribution Agreement, as applicable. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement or the related Group 1 and Group 2 Subsequent Mortgage Loan Sale and Contribution Agreement, as applicable, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller Sellers pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSellers, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any the Custodian of a breach of any of the representations and warranties made by a Seller in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any the Custodian being so obligated under a the Custodial Agreement). The Servicer shall promptly notify the such Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(e) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Custodian or the Servicer, in accordance with the Purchase Agreement, with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteLoan Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the such Seller on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Minimum Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller Sellers to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the any Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the such Seller, the Company Issuer shall assign to the such Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Files Loan Agreements to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit Enhancer, Bond Insurer shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Sale and Contribution Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Bond Insurer or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Sale and Contribution Agreement in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders, the Certificateholders or the Credit EnhancerBond Insurer, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Sale and Contribution Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Sale and Contribution Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Sale and Contribution Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, the Bond Insurer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment has been received by the Company for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution sub stitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company shall assign to the Seller all of the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller Sellers pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSellers, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any the Custodian of a breach of any of the representations and warranties made by a Seller in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any the Custodian being so obligated under a the Custodial Agreement). The Servicer shall promptly notify the such Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach, or in the case of a breach which has the effect of making the Mortgage Loan fail to be a "qualified mortgage" within the meaning of Section 860G of the Internal Revenue Code, within 90 days after the discovery thereof by the Sellers, the Depositor, the Servicer, the Indenture Trustee, the Issuer or the Purchaser or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(e) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan, provided that such substitution occurs within two years following the Closing Date. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(e) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Custodian or the Servicer, in accordance with the Purchase Agreement, with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the such Seller on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller Sellers to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the any Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the such Seller, the Company Issuer shall assign to the such Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Files Notes to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerBond Insurer, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Bond Insurer or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders, the Certificateholders or the Credit EnhancerBond Insurer, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED , provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, the Bond Insurer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a “Substitution Adjustment Amount”), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the rightSubstitution Adjustment Amount to the Master Servicer and the Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt. The Company, title the Master Servicer and interest the Indenture Trustee agree that it is not intended that any mortgage loan be included in respect of the Mortgage Trust that is (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Security Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Purchase Agreement applicable to such Protection Act effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan. Upon receipt ” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004, (iv) a “High-Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective as of January 1, 2005, (v) a “High-Cost Home Loan” as defined in the Repurchase PriceIllinois High Risk Home Loan Act effective January 1, 2004 or upon completion of such substitution(vi) a “High-Cost Home Loan” as defined in the Kentucky High Cost Home Loan Act effective June 24, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments2003.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Sale and Contribution Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Sale and Contribution Agreement, in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Sale and Contribution Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Sale and Contribution Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Sale and Contribution Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date, For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Loan Purchase AgreementAgreement or of the existence of a Repurchase Event, in respect of any Mortgage Home Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach or existence and request that, pursuant to the terms of the Mortgage Home Loan Purchase Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Loan Purchase AgreementAgreement or Repurchase Event) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Loan Purchase Agreement) from the date the Seller was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Home Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Loan Schedule to reflect the removal of such Mortgage Home Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Loan Purchase Agreement applicable to such Mortgage Home Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The ServicerServicer shall cause the Originator to repurchase a Contract, on behalf at its Repurchase Price, not later than the last day of and subject the month prior to the direction of month that is 90 days after the Indenture Trusteeday on which the Originator, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, Servicer or the Indenture Trustee, the Credit Enhancer, the Company or any Custodian of Trustee first discovers a breach of any a representation or warranty of the representations and warranties made Originator or the Seller set forth in Sections 3.1, 3.2, 3.3, 3.5 or 3.6 of the Mortgage Loan Asset Purchase Agreement, in respect of any Mortgage Loan which Agreement that materially and adversely affects the interests of Issuer's, the Securityholders Noteholders' or the Credit EnhancerCertificateholders' interest in such Contract and which breach has not been cured; provided, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request thathowever, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either that (i) cure in the event that a party other than the Originator first becomes aware of such breach breach, such discovering party shall notify the Originator in all material respects writing within 45 days five Business Days of the date of such discovery and (ii) with respect to a breach any Contract incorrectly described on the List of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (Contracts with respect to a breach unpaid principal balance, which the Originator would otherwise be required to repurchase pursuant to this Section, the Servicer may cause the Originator, in lieu of repurchasing such Contract, to deliver to the representations and warranties contained Servicer or the Subservicer for deposit in Section 3.1(b) of the Mortgage Loan Purchase Agreement) Collection Account no later than the first Determination Date that is 90 or more days from the date the Seller was notified of such breach discovery cash in an amount sufficient to cure such deficiency or (ii) purchase such Mortgage Loan from discrepancy. Upon receipt by the Company at the price and Indenture Trustee of a certificate of a Servicing Officer in the manner set forth in Section 3.1(b) form attached hereto as Exhibit B, any such cash so deposited shall be distributed to Noteholders and Certificateholders on the immediately following Payment Date as a collection of the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase principal on such Contract. Notwithstanding any other provision of this Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment has been received by the Company for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller Servicer under this Section to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute enforce the sole remedy respecting such breach available Originator's obligations pursuant to the Company and Asset Purchase Agreement shall not terminate upon a Service Transfer pursuant to Article VI. Notwithstanding the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Sellerforegoing, the Company Servicer shall assign cause the Originator to the Seller all of the rightrepurchase any Land-and-Home Contract, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to at such Mortgage Loan. Upon receipt of the Contract's Repurchase Price, or upon completion substitute for it an Eligible Substitute Asset as described in Section 2.03(b), if the Originator has failed to deliver the related Land and Home Contract File to the Custodian within 30 days of such substitutionthe Closing Date, subject to delays in delivery of recordable documents. Each of the parties to this Agreement acknowledge that the provisions of this Section 2.03 are an obligation solely of the Servicer and the Originator and not of any other party to this Agreement. Notwithstanding the foregoing, in the event the Backup Servicer succeeds to the servicing rights and responsibilities as provided in Section 6.02 and/or Section 6.03, the applicable Custodian Backup Servicer shall deliver have no obligation under this Section 2.03 other than to use its commercially reasonable efforts to request and/or demand the Mortgage Files Originator to the Servicer, together with all relevant endorsements and assignmentsperform its obligations under this Section 2.03.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Loan Purchase AgreementAgreement or of the existence of a Repurchase Event, in respect of any Mortgage Home Loan which materially and adversely affects the interests of the Securityholders or the Credit EnhancerSecurityholders, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach or existence and request that, pursuant to the terms of the Mortgage Home Loan Purchase Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Loan Purchase AgreementAgreement or Repurchase Event) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Loan Purchase Agreement) from the date the Seller was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Home Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Loan Schedule to reflect the removal of such Mortgage Home Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Loan Purchase Agreement applicable to such Mortgage Home Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company Depositor or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company Depositor at the price and in the manner set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Depositor with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Depositor and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment has been received by the Company Depositor for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Depositor and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Depositor shall assign to the Seller all of the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuing Entity, shall enforce the representations and warranties of the Seller Sponsor pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSponsor, the Depositor, the Servicer, the Indenture Trustee, the Credit EnhancerIssuing Entity, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit EnhancerSecurityholders, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer shall promptly notify the Seller Sponsor of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller Sponsor either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller Sponsor was notified of such breach or (ii) purchase such Mortgage Loan from the Company Issuing Entity at the price and in the manner set forth in Section 3.1(b) 4 of the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller Sponsor shall, subject to compliance with all the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller Sponsor elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) 4 of the Mortgage Loan Purchase Agreement, the Seller Sponsor shall deliver to the Company Issuing Entity with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuing Entity and will be retained by the Servicer and remitted by the Servicer to the Seller Sponsor on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Issuing Entity for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller Sponsor to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuing Entity and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the SellerSponsor. In connection with the purchase of or substitution for any such Mortgage Loan by the SellerSponsor, the Company Issuing Entity shall assign to the Seller Sponsor all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Grantor Trustee, as pledgee for the benefit of the Mortgage Collateral, or the Credit EnhancerGrantor Trust Certificateholder, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Grantor Trustee, the Credit Enhancer, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Loan Purchase AgreementAgreement or of the existence of a Repurchase Event, in respect of any Mortgage Home Loan which materially and adversely affects the interests of the Securityholders or the Credit EnhancerGrantor Trust Certificateholder, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach or existence and request that, pursuant to the terms of the Mortgage Home Loan Purchase Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Loan Purchase AgreementAgreement or Repurchase Event) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Loan Purchase Agreement) from the date the Seller was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Home Loan from the Company at the price and in the manner set forth in Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement, the Seller shall deliver to the Company Grantor Trustee, for the benefit of the Grantor Trust Certificateholder with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Grantor Trustee and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Grantor Trustee, for the benefit of the Grantor Trust Certificateholder, for such month in respect of the Mortgage Home Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Loan Schedule to reflect the removal of such Mortgage Home Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Loan Schedule to the Grantor Trustee, the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, Grantor Trustee against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company shall assign to the Seller all of the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Grantor Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section [3.1(a) )] of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section [3.1(b) )] of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section [3.1(b) )] of the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section [3.1(b) )] of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment has been received by the Company for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company shall assign to the Seller all of the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, or the Issuer or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan Home Equity Loan, which materially and adversely affects the interests of the Securityholders or the Credit EnhancerEnhancer in that Home Equity Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that in the event of a breach of representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, notice shall be given within five days of discovery. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) and 3.1(c) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or, in the case of a breach of the representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, within 90 days after the discovery thereof by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Issuer or the Purchaser or (ii) purchase such Mortgage Home Equity Loan from the Company Issuer at the price price, during the time, and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Equity Loan, provided that in the case of the substitution of a Group I Loan, such substitution occurs within two years following the Closing Date. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Home Equity Loan pursuant to Section 3.1 of the Purchase Agreement was the representation and warranty set forth in clause (b)(viii) or (c)(x) of Section 3.1 of the Purchase Agreement, then the Master Servicer shall request that the Seller pay to the Trust, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense (including reasonable legal fees and expenses) that was actually incurred and paid out of or on behalf of the Trust, and that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such payment. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) or 3.1(c) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteLoan Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Equity Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Equity Loan Schedule to reflect the removal of such Mortgage Home Equity Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Equity Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Equity Loan as to which such a breach has occurred and is continuing and to make any additional payments required under the Purchase Agreement in connection with a breach of the representations and warranties contain in Sections 3.1(b)(viii), or 3.1(c)(x) thereof shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Equity Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Home Equity Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and the Indenture Trustee and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan Home Equity Loan, which materially and adversely affects the interests of the Securityholders or the Credit EnhancerEnhancer in that Home Equity Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that in the event of a breach of representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, notice shall be given within five days of discovery. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) and 3.1(c) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or, in the case of a breach of the representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, within 90 days after the discovery thereof by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Issuer or the Purchaser or (ii) purchase such Mortgage Home Equity Loan from the Company Issuer at the price price, during the time, and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Equity Loan, provided that in the case of the substitution of a Group I Loan, such substitution occurs within two years following the Closing Date. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) or 3.1(c) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteLoan Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Equity Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Equity Loan Schedule to reflect the removal of such Mortgage Home Equity Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Equity Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Equity Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Equity Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Home Equity Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Loan Purchase AgreementAgreement or of the existence of a Repurchase Event, in respect of any Mortgage Home Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach or existence and request that, pursuant to the terms of the Mortgage Home Loan Purchase Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Loan Purchase AgreementAgreement or Repurchase Event) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Loan Purchase Agreement) from the date the Seller was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Home Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b) of the Mortgage Home Loan Purchase Agreement; PROVIDED that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Home Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Loan Schedule to reflect the removal of such Mortgage Home Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Loan Purchase Agreement applicable to such Mortgage Home Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The HELOC Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, Loans shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Agreement or the Group VII Subsequent Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the HELOC Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement or the Group VII Subsequent Mortgage Loan Purchase Agreement in respect of any HELOC Mortgage Loan which materially and adversely affects the interests of the Securityholders Class VII-A Noteholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The HELOC Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement or the Group VII Subsequent Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such HELOC Mortgage Loan from or such Subsequent Mortgage Loan, in each instance in accordance with the Company at Mortgage Loan Purchase Agreement or the price and in the manner set forth in Section 3.1(b) of the Group VII Subsequent Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such monthHELOC Mortgage Loan. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the HELOC Master Servicer and remitted by the HELOC Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The HELOC Master Servicer shall amend or cause to be amended the HELOC Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the related Eligible Substitute Mortgage Loans Loan and the HELOC Master Servicer shall promptly deliver the amended HELOC Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign HELOC Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate Stated Principal Balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due on such Deleted Mortgage Loans in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements HELOC Master Servicer and assignmentsthe HELOC Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, or the Issuer or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Company Credit Enhancer or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Loan Purchase AgreementAgreement or of the existence of a Repurchase Event, in respect of any Mortgage Home Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach or existence and request that, pursuant to the terms of the Mortgage Home Loan Purchase Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Loan Purchase AgreementAgreement or Repurchase Event) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Loan Purchase Agreement) from the date the Seller was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Home Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Loan Schedule to reflect the removal of such Mortgage Home Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Loan Purchase Agreement applicable to such Mortgage Home Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute. If the Master Servicer is Residential Funding Corporation, then the Indenture Trustee may, and at the direction of the Credit Enhancer, shall, give the notification and require the purchase or substitution provided for in the first preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding Corporation in the Home Loan Purchase Agreement.

Enforcement of Representations and Warranties. The RMBS Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, Loans shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Agreement or the related Group I, Group II, Group III, Group IV, Group V, Group VI or Group VII Subsequent Mortgage Loan Purchase Agreement, as applicable. Upon the discovery by the Seller, the RMBS Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement or the related Group I, Group II, Group III, Group IV, Group V, Group VI or Group VII Subsequent Mortgage Loan Purchase Agreement, as applicable in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders Noteholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The RMBS Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement or the Group I, Group II, Group III, Group IV, Group V, Group VI or Group VII Subsequent Mortgage Loan Purchase Agreement, as applicable, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and or such Group I, Group II, Group III, Group IV, Group V, Group VI or Group VII Subsequent Mortgage Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement or the Group I, Group II, Group III, Group IV, Group V, Group VI or Group VII Subsequent Mortgage Loan Purchase Agreement, as applicable; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the RMBS Master Servicer and remitted by the RMBS Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The RMBS Master Servicer shall amend or cause to be amended the RMBS Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the related Eligible Substitute Mortgage Loans Loan and the RMBS Master Servicer shall promptly deliver the amended RMBS Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign RMBS Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate Stated Principal Balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due on such Deleted Mortgage Loans in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements RMBS Master Servicer and assignmentsthe RMBS Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller GMAC Mortgage Corporation or WG Trust pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSellers, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any the Custodian of a breach of any of the representations and warranties made by either GMAC Mortgage Corporation or WG Trust in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Home Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any the Custodian being so obligated under a the Custodial Agreement). The Servicer shall promptly notify the Seller either GMAC Mortgage Corporation or WG Trust, as applicable, of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller respective party either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller such party was notified of such breach or (ii) purchase such Mortgage Home Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller either GMAC Mortgage Corporation or WG Trust shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Loan. In the event that the Seller either GMAC Mortgage Corporation or WG Trust elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement, the Seller such party shall deliver to the Company Custodian or the Servicer, in accordance with the Purchase Agreement, with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller such party on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Home Loan Schedule to reflect the removal of such Mortgage Home Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Home Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller GMAC Mortgage Corporation and WG Trust to cure such breach or purchase or substitute for such Mortgage Home Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, against the Sellereither GMAC Mortgage Corporation or WG Trust. In connection with the purchase of or substitution for any such Mortgage Home Loan by the Sellereither GMAC Mortgage Corporation or WG Trust, the Company Issuer shall assign to the Seller such party all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Home Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Files Notes to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. (a) Upon the discovery by the SellerMaster Servicer, the Servicer, the Indenture TrusteeTrustee or the Issuer of any materially defective document in, the Credit Enhanceror that a document is missing from, the Company a Mortgage File or any Custodian of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan which materially and adversely affects such Mortgage Loan or the interests of the Securityholders Noteholders in such Mortgage Loan (in the case of any such representation or warranty made to the knowledge or the Credit Enhancerbest of knowledge of the Seller as to which the Seller has no knowledge, without regard to the Seller's lack of knowledge with respect to the substance of such representation or warranty being inaccurate at the time it was made), the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer Indenture Trustee shall promptly notify the Seller of such defect, missing document or breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, that the Seller either (i) deliver such missing document or cure such defect or breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such missing document, defect or breach, and if the Seller does not deliver such missing document or cure such defect or breach or (ii) purchase in all material respects during such period, the Master Servicer shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from the Company Trust Estate at the price Purchase Price within 90 days after the date on which the Seller was notified of such missing document, defect or breach, if and in to the manner set forth in Section 3.1(b) of extent that the Seller is obligated to do so under the Mortgage Loan Purchase Agreement; PROVIDED that . The Purchase Price for the Seller shall, subject to the conditions set forth repurchased Mortgage Loan shall be deposited in the Collection Account. In lieu of repurchasing any such Mortgage Loan Purchase Agreementas provided above, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of if so provided in the Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan to be removed from the Trust Estate (in which case it shall deliver to the Company with respect to such Eligible become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Qualified Substitute Mortgage Loans in the month of substitution shall are not be transferred to part of the Company Trust Estate and will be retained by the Servicer Seller. For the month of substitution, distributions to Noteholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment has been shall thereafter be entitled to retain all amounts subsequently received by the Company for such month in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend give or cause to be amended given written notice to the Noteholders that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Eligible Qualified Substitute Mortgage Loan or Loans and the Servicer shall promptly deliver the a copy of such amended Mortgage Loan Schedule to the Owner Indenture Trustee and Indenture the Owner Trustee. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Trust Estate and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement, including all applicable representations and warranties thereof included in the Mortgage Loan Purchase Agreement as of the date of substitution. For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (with respect to each Qualified Substitute Mortgage Loan, the "Substitution Shortfall Amount"), if any, by which the Purchase Price of each such Deleted Mortgage Loan exceeds, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date of substitution, together with one month's interest on such Scheduled Principal Balance at the applicable Mortgage Loan Remittance Rate. On the date of such substitution the Seller will deliver or cause to be delivered to the Master Servicer for deposit in the Collection Account an amount equal to the applicable Substitution Shortfall Amounts, if any. It is understood and agreed that the obligation of the Seller to cure such breach or purchase to repurchase (or to substitute for such for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller. In connection with the purchase of or substitution for of any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon The Indenture Trustee or a Custodian on its behalf, upon receipt of written certification from the Master Servicer of deposit of the Purchase Price, in the case of a repurchased Mortgage Loan or upon receipt of the Repurchase Pricerelated Qualified Substitute Mortgage Loan or Loans and certification from the Master Servicer of deposit of the Substitution Shortfall Amount, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files release to the ServicerSeller the related Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, together in each case without recourse, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan released pursuant hereto, and the Indenture Trustee shall have no further responsibility with all relevant endorsements and assignmentsregard to such Mortgage File.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit Enhancer, Bond Insurer shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Bond Insurer or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders or the Bond Insurer, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, the Bond Insurer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any the Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any the Custodian being so obligated under a the Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteLoan Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Minimum Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralClass A Ownership Interest, or the Credit EnhancerIssuer, as Managing Member, shall enforce the representations and warranties of the Designated Seller pursuant to the Mortgage Loan Purchase Designated Seller's Agreement. Upon the discovery by the Designated Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company 1996-RHS4 LLC, the Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Designated Seller's Agreement, in respect of any Mortgage Revolving Credit Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the Designated Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Designated Seller's Agreement, the Designated Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Designated Seller's Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Designated Seller's Agreement) from the date the Designated Seller was notified of such breach or (ii) purchase such Mortgage Revolving Credit Loan from the Company 1996-RHS4 LLC at the price and in the manner set forth in Section 3.1(b) of the Mortgage Loan Purchase Designated Seller's Agreement; PROVIDED provided that the Designated Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Designated Seller's Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Revolving Credit Loan. In the event that the Designated Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Designated Seller's Agreement, the Designated Seller [NY01:240828.4] 16069-00382 12/20/96 12:15am 4 shall deliver to the Company 1996-RHS4 LLC with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteCredit Line Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Designated Seller's Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company 1996-RHS4 LLC and will be retained by the Master Servicer and remitted by the Master Servicer to the Designated Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Company 1996-RHS4 LLC for such month in respect of the Mortgage Revolving Credit Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Revolving Credit Loan Schedule to reflect the removal of such Mortgage Revolving Credit Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Revolving Credit Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Designated Seller to cure such breach or purchase or substitute for such Mortgage Revolving Credit Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company 1996-RHS4 LLC and the Indenture Trustee, as pledgee of the Mortgage CollateralClass A Ownership Interest, against the Designated Seller. In connection with the purchase of or substitution for any such Mortgage Revolving Credit Loan by the Designated Seller, the Company 1996-RHS4 LLC shall assign to the Designated Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Designated Seller's Agreement applicable to such Mortgage Revolving Credit Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignments.assignments prepared by the Master Servicer which the Indenture Trustee shall execute. [NY01:240828.4] 16069-00382 12/20/96 12:15am 5

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, the Credit Enhancer or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Equity Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Equity Loan Purchase Agreement, in respect of any Mortgage Home Equity Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Home Equity Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Equity Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Equity Loan Purchase Agreement) from the earlier of the Seller's discovery of such breach or the date the Seller was notified of such breach or (ii) purchase such Mortgage Home Equity Loan from the Company Issuer at the price Repurchase Price and in the manner set forth in Section 3.1(b3.1(c) of the Mortgage Home Equity Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Equity Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans Loans, together with any Substitution Adjustment Amounts, for such Mortgage Home Equity Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(c) of the Mortgage Home Equity Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteCredit Line Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Equity Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Company Issuer for such the month of substitution in respect of the Mortgage Home Equity Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Home Equity Loan Schedule to reflect the removal of such Mortgage Home Equity Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Home Equity Loan Schedule to the Owner Trustee and Indenture TrusteeTrustee together with a separate list of any Home Equity Loans so removed. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Equity Loan as to which such a breach has occurred and is continuing continuing, together with the obligation of the Seller in the third paragraph of Section 2.1(c) of the Home Equity Loan Purchase Agreement and the indemnification provided in Section 6.1 of the Home Equity Loan Purchase Agreement, shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Equity Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Equity Loan Purchase Agreement applicable to such Mortgage Home Equity Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller Sponsor pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSponsor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders Noteholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer Indenture Trustee shall promptly notify the Seller of such breach Sponsor and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, Agreement the Seller Sponsor either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller Sponsor shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) Loan upon delivery of the Mortgage Loan Purchase Agreement, the Seller shall deliver an Officer’s Certificate to the Company with respect to Indenture Trustee stating that such Eligible Substitute Mortgage Loans, Loan satisfies the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the definition of Eligible Substitute Mortgage Loan Purchase Agreementset forth in Appendix A to the Indenture and that the Substitution Adjustment Amount, if any, has been deposited into the Protected Account. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Servicer and remitted by the Servicer to the Seller Sponsor on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Sponsor shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the related Eligible Substitute Mortgage Loans Loan and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Master Servicer, Owner Trustee Trustee, Securities Administrator and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (such amount, a “Substitution Adjustment Amount”), if any, by which the aggregate Stated Principal Balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due on such Deleted Mortgage Loans in the month of substitution). The Sponsor shall pay the Substitution Adjustment Amount to the Servicer and the Servicer shall deposit such Substitution Adjustment Amount into the Protected Account upon receipt. In connection with any repurchase or substitution for any such of a Mortgage Loan by the Sellerpursuant to this Section 2.03, the Company Sponsor shall assign furnish to the Seller all Securities Administrator an officer’s certificate, signed by a duly authorized officer of the rightSponsor to the effect that such repurchase or substitution has been made in accordance with the terms and conditions of this Servicing Agreement and that all conditions precedent to such repurchase or substitution have been satisfied, title and interest in respect including the delivery to the Securities Administrator of the Mortgage Loan Purchase Price or Substitution Adjustment Amount, as applicable, for deposit into the Payment Account, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement applicable to such Mortgage Loanand the related Request for Release. Upon receipt of such documentation, the Repurchase PriceSecurities Administrator shall approve such repurchase or substitution, or upon completion as applicable, which approval shall be based solely on the Securities Administrator’s receipt of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements documentation and assignmentsdeposits.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any the Custodian of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any the Custodian being so obligated under a the Custodial Agreement). The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller respective party either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller such party was notified of such breach, or in the case of a breach which has the effect of making the Mortgage Loan fail to be a “qualified mortgage” within the meaning of Section 860G of the Internal Revenue Code, within 90 days after the discovery thereof by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Enhancer, the Issuer or the Purchaser or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan, provided that such substitution occurs within two years following the Closing Date. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Custodian or the Master Servicer, in accordance with the Purchase Agreement, with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller such party on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller such party all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Files Notes to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, Issuer or the Company or any Custodian of a breach of any of the representations and warranties made by either the Seller in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit EnhancerSecurityholders, the party discovering such breach shall give prompt written notice to the other parties (any the Custodian being so obligated under a the Custodial Agreement). The Servicer shall promptly notify the Seller of such breach breach, and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or, in the case of a breach which has the effect of making the Mortgage Loan fail to be a "qualified mortgage" within the meaning of Section 860G of the Internal Revenue Code, within 90 days after the discovery thereof by the Seller, the Depositor, the Servicer, the Indenture Trustee, the Purchaser or the Issuer or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan, provided that such substitution occurs within two years following the Closing Date. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement, the Seller such party shall deliver to the Company Custodian or the Servicer, in accordance with the Purchase Agreement with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller such party on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller such party all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Files Notes to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan Loan, which materially and adversely affects the interests of the Securityholders or the Credit EnhancerCertificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the or purchase such Mortgage Loan Purchase Agreement) or within 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and breach, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible a Qualified Substitute Mortgage Loan or Qualified Substitute Mortgage Loans for such Mortgage Loan. In Loan if such substitution occurs within two years following the event Closing Date; provided that if the Seller elects omission or defect would cause the Mortgage Loan to substitute one or more Eligible Substitute Mortgage Loans pursuant to be other than a "qualified mortgage" as defined in Section 3.1(b860G(a)(3) of the Mortgage Loan Purchase AgreementCode, any such cure or repurchase must occur within 90 days from the Seller shall deliver to the Company with respect to date such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreementbreach was discovered. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Qualified Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Fund and will shall be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, remittance to the Distribution Account pursuant to this Agreement shall include the Monthly Payment Date provided received on a payment has been received by the Company Deleted Mortgage Loan for such month month, and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Eligible Qualified Substitute Mortgage Loans Loans, and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans together with accrued and unpaid interest thereon at the related Mortgage Rates (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be remitted to the Distribution Account in the month of substitution). The Seller shall pay the Substitution Adjustment Amount to the Master Servicer and the Master Servicer shall deposit such Substitution Adjustment Amount into the Certificate Account upon receipt. Upon receipt by the Trustee of written notification, signed by a Servicing Officer, of the deposit of such Repurchase Price or of such substitution of a Qualified Substitute Mortgage Loan and Indenture Trusteedeposit of any applicable Substitution Adjustment Amount as provided above, the Trustee on behalf of the Trust Fund shall release to the Seller the related Mortgage File for the Mortgage Loan being repurchased or substituted for and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the Seller or its designee ownership of such Mortgage Loan released pursuant hereto, and thereafter such Mortgage Loan shall not be an asset of the Trust Fund. It is understood and agreed that the obligation of the Seller to cure such any breach with respect to or purchase to repurchase or substitute for such for, any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and Company, the Indenture Trustee, as pledgee Trust Fund or the Certificateholders (or the Trustee on behalf of the Mortgage Collateral, Certificateholders) against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company shall assign to the Seller all of the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Sale and Contribution Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Sale and Contribution Agreement in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Sale and Contribution Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Sale and Contribution Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Sale and Contribution Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Servicing Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign to Master Servicer will determine the Seller all of the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to amount (such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments.amount,

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Note Insurer or, if a Note Insurer Default exists, the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerNote Insurer, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Home Equity Loan Purchase AgreementAgreement upon notice of breach of such representations and warranties from the Indenture Trustee, the Issuer, the Owner Trustee, the Seller, the Note Insurer or the Company. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Owner Trustee, the Note Insurer or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Equity Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the value of the related Mortgage Loan or the interests of the Securityholders Noteholders or the Credit EnhancerCertificateholders or the Note Insurer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Note Insurer or the Indenture Trustee may, and the Master Servicer shall promptly notify shall, request that (or if the Seller of such breach and request thatis the Master Servicer, the Seller shall) pursuant to the terms of the Mortgage Home Equity Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from Loan, in each instance in accordance with the Company at the price and in the manner set forth in Section 3.1(b) of the Mortgage Home Equity Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Home Equity Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to the Servicing Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, if any, the Note Insurer, the Owner Trustee and the Indenture Trustee. In connection with the substitution of one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller shall pay the Substitution Adjustment Amount to the Master Servicer and the Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Equity Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian Master Servicer shall notify the Indenture Trustee by delivering a request for Release in the form of Exhibit B hereto, and then the Indenture Trustee shall deliver the Mortgage Files relating to such Mortgage Loan to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Loan Purchase AgreementAgreement or of the existence of a Repurchase Event, in respect of any Mortgage Home Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach or existence and request that, pursuant to the terms of the Mortgage Home Loan Purchase Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Loan Purchase AgreementAgreement or Repurchase Event) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Loan Purchase Agreement) from the date the Seller was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Home Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b) of the Mortgage Home Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Home Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Loan Schedule to reflect the removal of such Mortgage Home Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Loan Purchase Agreement applicable to such Mortgage Home Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller GMACM or WG Trust pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSellers, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any the Custodian of a breach of any of the representations and warranties made by either GMACM or WG Trust in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any the Custodian being so obligated under a the Custodial Agreement). The Servicer shall promptly notify the Seller either GMACM or WG Trust, as applicable, of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller respective party either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller such party was notified of such breach, or in the case of a breach which has the effect of making the Mortgage Loan fail to be a "qualified mortgage" within the meaning of Section 860G of the Internal Revenue Code, within 90 days after the discovery thereof by the Sellers, the Depositor, the Servicer, the Indenture Trustee, the Issuer or the Purchaser or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(e) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller either GMACM or WG Trust shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan, provided that such substitution occurs within two years following the Closing Date. In the event that the Seller either GMACM or WG Trust elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(e) of the Mortgage Loan Purchase Agreement, the Seller such party shall deliver to the Company Custodian or the Servicer, in accordance with the Purchase Agreement, with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller such party on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller GMACM and WG Trust to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Sellereither GMACM or WG Trust. In connection with the purchase of or substitution for any such Mortgage Loan by the Sellereither GMACM or WG Trust, the Company Issuer shall assign to the Seller such party all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Files Notes to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Note Insurer or, if a Note Insurer Default exists, the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerNote Insurer, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Home Equity Loan Purchase AgreementAgreement upon notice of breach of such representations and warranties from the Indenture Trustee, the Issuer, the Owner Trustee, the Seller, the Note Insurer or the Company. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Owner Trustee, the Note Insurer or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Equity Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the value of the related Mortgage Loan or the interests of the Securityholders Noteholders or the Credit EnhancerCertificateholders or the Note Insurer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Note Insurer or the Indenture Trustee may, and the Master Servicer shall promptly notify shall, request that (or if the Seller of such breach and request thatis the Master Servicer, the Seller shall) pursuant to the terms of the Mortgage Home Equity Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from Loan, in each instance in accordance with the Company at the price and in the manner set forth in Section 3.1(b) of the Mortgage Home Equity Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Home Equity Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to the Servicing Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, if any, the Note Insurer, the Owner Trustee and the Indenture Trustee. In connection with the substitution of one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller shall pay the Substitution Adjustment Amount to the Master Servicer and the Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Equity Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian Master Servicer shall notify the Indenture Trustee by delivering a request for Release in the form of Exhibit B hereto, and then the Indenture Trustee shall deliver the Mortgage Files relating to such Mortgage Loan to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee assignee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer Trustee shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, Agreement the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) Loan upon delivery of the Mortgage Loan Purchase Agreement, the Seller shall deliver an Officer’s Certificate to the Company with respect to Trustee stating that such Eligible Substitute Mortgage Loans, Loan satisfies the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the definition of Eligible Substitute Mortgage Loan Purchase Agreementset forth in Section 1.01 of the Agreement and that the Substitution Adjustment Amount, if any, has been deposited into the Protected Account. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, remittances to the Distribution Account pursuant to this Servicing Agreement will include the Monthly Payment Date provided due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the related Eligible Substitute Mortgage Loans Loan and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee Master Servicer, Securities Administrator and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company Servicer will determine the amount (such amount, a “Substitution Adjustment Amount”), if any, by which the aggregate Stated Principal Balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due on such Deleted Mortgage Loans in the month of substitution). The Seller shall assign pay the Substitution Adjustment Amount to the Seller all of Servicer and the right, title and interest in respect of Servicer shall deposit such Substitution Adjustment Amount into the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or Protected Account upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignmentsreceipt.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, or the Issuer or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan Home Equity Loan, which materially and adversely affects the interests of the Securityholders or the Credit EnhancerEnhancer in that Home Equity Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that in the event of a breach of representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, notice shall be given within five days of discovery. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) and 3.1(c) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or, in the case of a breach of the representation set forth in Section 3.1(b)(xxv) of the Purchase Agreement, within 90 days after the discovery thereof by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Issuer or the Purchaser or (ii) purchase such Mortgage Home Equity Loan from the Company Issuer at the price price, during the time, and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Equity Loan, provided that in the case of the substitution of a Group I Loan, such substitution occurs within two years following the Closing Date. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Home Equity Loan pursuant to Section 3.1 of the Purchase Agreement was the representation and warranty set forth in clause (b)(viii) or (c)(x) of Section 3.1 of the Purchase Agreement, then the Master Servicer shall request that the Seller pay to the Trust, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense (including reasonable legal fees and expenses) that was actually incurred and paid out of or on behalf of the Trust, and that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such payment. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) or 3.1(c) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteLoan Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Equity Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Equity Loan Schedule to reflect the removal of such Mortgage Home Equity Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Equity Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Equity Loan as to which such a breach has occurred and is continuing and to make any additional payments required under the Purchase Agreement in connection with a breach of the representations and warranties contain in Sections 3.1(b)(viii), or 3.1(c)(x) thereof shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Equity Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Home Equity Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and the Indenture Trustee and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute. If the Master Servicer is Residential Funding Corporation, then the Indenture Trustee may, and at the direction of the Credit Enhancer, shall, give the notification and require the purchase or substitution provided for in the first preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding Corporation in the Purchase Agreement.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, or the Issuer or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Company Credit Enhancer or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Loan Purchase AgreementAgreement or of the existence of a Repurchase Event, in respect of any Mortgage Home Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach or existence and request that, pursuant to the terms of the Mortgage Home Loan Purchase Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Loan Purchase AgreementAgreement or Repurchase Event) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Loan Purchase Agreement) from the date the Seller was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Home Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Loan Schedule to reflect the removal of such Mortgage Home Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Loan Purchase Agreement applicable to such Mortgage Home Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute. If the Master Servicer is Residential Funding Company, LLC, then the Indenture Trustee may, and at the direction of the Credit Enhancer, shall, give the notification and require the purchase or substitution provided for in the first preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding Company, LLC in the Home Loan Purchase Agreement.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerBond Insurer, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Company Owner Trustee or any Custodian the Bond Insurer of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the value of the related Mortgage Loan or the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders or the Bond Insurer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to the Servicing Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, if any, the Bond Insurer, the Owner Trustee and the Indenture Trustee. In connection with the substitution of one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller shall pay the Substitution Adjustment Amount to the Servicer and the Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller, except as set forth in Section 6.1 of the Mortgage Loan Purchase Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian Servicer shall notify the Indenture Trustee by certification signed by a Servicing Officer (which certification shall include a statement to the effect that the Repurchase Price has been deposited in the Collection Account) and then the Indenture Trustee shall deliver the Mortgage Files relating to such Mortgage Loan to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment has been received by the Company for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company shall assign to the Seller all of the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments.

Enforcement of Representations and Warranties. The ServicerServicer shall cause the Originator to repurchase a Contract, on behalf at its Repurchase Price, not later than the last day of and subject the month prior to the direction of month that is 90 days after the Indenture Trusteeday on which the Originator, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, Servicer or the Indenture Trustee, the Credit Enhancer, the Company or any Custodian of Trustee first discovers a breach of any a representation or warranty of the representations and warranties made Originator or the Seller set forth in Sections 3.1, 3.2, 3.3, 3.4 or 3.5 of the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which Manufactured Housing Contract Sale Agreement that materially and adversely affects the interests of Issuer's, the Securityholders Noteholders' or the Credit EnhancerCertificateholders' interest in such Contract and which breach has not been cured; provided, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request thathowever, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either that (i) cure in the event that a party other than the Originator first becomes aware of such breach breach, such discovering party shall notify the Originator in all material respects writing within 45 days five Business Days of the date of such discovery and (ii) with respect to a breach any Contract incorrectly described on the List of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (Contracts with respect to a breach unpaid principal balance, which the Originator would otherwise be required to repurchase pursuant to this Section, the Servicer may cause the Originator, in lieu of repurchasing such Contract, to deliver to the representations and warranties contained Servicer for deposit in Section 3.1(b) of the Mortgage Loan Purchase Agreement) Collection Account no later than the first Determination Date that is 90 or more days from the date the Seller was notified of such breach discovery cash in an amount sufficient to cure such deficiency or (ii) purchase such Mortgage Loan from discrepancy. Upon receipt by the Company at the price and Indenture Trustee of a certificate of a Servicing Officer in the manner set forth in Section 3.1(b) form attached hereto as Exhibit B, any such cash so deposited shall be distributed to Noteholders and Certificateholders on the immediately following Payment Date as a collection of the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase principal on such Contract. Notwithstanding any other provision of this Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment has been received by the Company for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller Servicer under this Section to cure such breach or purchase or substitute for such Mortgage Loan as enforce the Originator's obligations pursuant to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee Article III of the Mortgage Collateral, against Manufactured Housing Contract Sale Agreement shall not terminate upon a Service Transfer pursuant to Article VI. Notwithstanding the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Sellerforegoing, the Company Servicer shall assign cause the Originator to the Seller all of the rightrepurchase any Land-and-Home Contract, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to at such Mortgage Loan. Upon receipt of the Contract's Repurchase Price, or upon completion substitute for it an Eligible Substitute Contract as described in Section 2.03(b), if the Originator has failed to deliver the related Land and Home Contract File to the Custodian within 30 days of such substitutionthe Closing Date, subject to delays in delivery of recordable documents. Each of the parties to this Agreement acknowledge that the provisions of this Section 2.03 are an obligation solely of the Servicer and the Originator and not of any other party to this Agreement. Notwithstanding the foregoing, in the event the Backup Servicer succeeds to the servicing rights and responsibilities as provided in Section 6.02 and/or Section 6.03, the applicable Custodian Backup Servicer shall deliver have no obligation under this Section 2.03 other than to use its commercially reasonable efforts to request and/or demand the Mortgage Files Originator to the Servicer, together with all relevant endorsements and assignmentsperform its obligations under this Section 2.03.

Enforcement of Representations and Warranties. The ServicerServicer shall cause the Originator to repurchase a Contract, on behalf at its Repurchase Price, not later than the last day of and subject the month prior to the direction of month that is 60 days after the Indenture Trusteeday on which the Originator, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, the Note Insurer or the Indenture Trustee, the Credit Enhancer, the Company or any Custodian of Trustee first discovers a breach of any a representation or warranty of the representations and warranties made Originator or the Seller set forth in Sections 3.1, 3.2, 3.3, 3.5 or 3.6 of the Mortgage Loan Asset Purchase Agreement, in respect of any Mortgage Loan which Agreement that materially and adversely affects the interests of Issuing Entity's, the Securityholders Noteholders', the Note Insurer's or the Credit EnhancerCertificateholders' interest in such Contract and which breach has not been cured; provided, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request thathowever, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either that (i) cure in the event that a party other than the Originator first becomes aware of such breach breach, such discovering party shall notify the Originator in all material respects writing within 45 days five Business Days of the date of such discovery and (ii) with respect to a breach any Contract incorrectly described on the List of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (Contracts with respect to a breach unpaid principal balance, which the Originator would otherwise be required to repurchase pursuant to this Section, the Servicer may cause the Originator, in lieu of repurchasing such Contract, to deliver to the representations and warranties contained Servicer or the Subservicer for deposit in Section 3.1(b) of the Mortgage Loan Purchase Agreement) Collection Account no later than the first Determination Date that is 60 or more days from the date the Seller was notified of such breach discovery cash in an amount sufficient to cure such deficiency or (ii) purchase such Mortgage Loan from discrepancy. Upon receipt by the Company at the price and Indenture Trustee of a certificate of a Servicing Officer in the manner set forth in Section 3.1(b) form attached hereto as Exhibit B, any such cash so deposited shall be distributed to Noteholders and Certificateholders on the immediately following Payment Date as a collection of the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase principal on such Contract. Notwithstanding any other provision of this Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment has been received by the Company for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller Servicer under this Section to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute enforce the sole remedy respecting such breach available Originator's obligations pursuant to the Company and Asset Purchase Agreement shall not terminate upon a Service Transfer pursuant to Article VI. Notwithstanding the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Sellerforegoing, the Company Servicer shall assign cause the Originator to the Seller all of the rightrepurchase any Land-and-Home Contract, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to at such Mortgage Loan. Upon receipt of the Contract's Repurchase Price, or upon completion of such substitutionsubstitute for it an Eligible Substitute Asset as described in Section 2.03(b), if the applicable Custodian shall Originator has failed to deliver the Mortgage Files related Land and Home Contract File to the Custodian within 30 days of the Closing Date, subject to delays in delivery of recordable documents. Each of the parties to this Agreement acknowledge that the provisions of this Section 2.03 are an obligation solely of the Servicer and the Originator and not of any other party to this Agreement. Notwithstanding the foregoing, in the event that a successor servicer succeeds to the servicing rights and responsibilities of the Servicer, together with all relevant endorsements and assignments.such successor servicer shall have no obligation under this Section 2.03 other than to use its commercially reasonable efforts to request and/or demand the Originator to perform its obligations under this Section 2.03

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller Sponsor pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSponsor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit EnhancerTrust Certificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer Indenture Trustee shall promptly notify the Seller of such breach Sponsor and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, Agreement the Seller Sponsor either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller Sponsor shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) Loan upon delivery of the Mortgage Loan Purchase Agreement, the Seller shall deliver an Officer’s Certificate to the Company with respect to Indenture Trustee stating that such Eligible Substitute Mortgage Loans, Loan satisfies the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the definition of Eligible Substitute Mortgage Loan Purchase Agreementset forth in Appendix A to the Indenture and that the Substitution Adjustment Amount, if any, has been deposited into the Protected Account. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Servicer and remitted by the Servicer to the Seller Sponsor on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Sponsor shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the related Eligible Substitute Mortgage Loans Loan and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Master Servicer, Owner Trustee Trustee, Securities Administrator and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (such amount, a “Substitution Adjustment Amount”), if any, by which the aggregate Stated Principal Balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due on such Deleted Mortgage Loans in the month of substitution). The Sponsor shall pay the Substitution Adjustment Amount to the Servicer and the Servicer shall deposit such Substitution Adjustment Amount into the Protected Account upon receipt. In connection with any repurchase or substitution for any such of a Mortgage Loan by the Sellerpursuant to this Section 2.03, the Company Sponsor shall assign furnish to the Seller all Securities Administrator an officer’s certificate, signed by a duly authorized officer of the rightSponsor to the effect that such repurchase or substitution has been made in accordance with the terms and conditions of this Servicing Agreement and that all conditions precedent to such repurchase or substitution have been satisfied, title and interest in respect including the delivery to the Securities Administrator of the Mortgage Loan Purchase Price or Substitution Adjustment Amount, as applicable, for deposit into the Payment Account, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement applicable to such Mortgage Loanand the related Request for Release. Upon receipt of such documentation, the Repurchase PriceSecurities Administrator shall approve such repurchase or substitution, or upon completion as applicable, which approval shall be based solely on the Securities Administrator’s receipt of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements documentation and assignmentsdeposits.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller and the Originator pursuant to the Mortgage Loan Purchase AgreementAgreements. Upon the discovery by the Seller, the Originator, the Depositor, the Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage a Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the value of such Loan or the interests of the Securityholders or the Credit EnhancerSecurityholders, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer shall promptly notify the Seller and the Originator of such breach and request that, pursuant to the terms of the Mortgage related Loan Purchase Agreement, the Seller Originator either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller Originator was notified of such breach or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b) __ of the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller Originator shall, subject to compliance with all the conditions set forth in the Mortgage related Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller Originator elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) __ of the Mortgage Loan Purchase Agreement, the Seller Originator shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage related Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller Originator to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the SellerSeller or the Originator. In connection with the purchase of or substitution for any such Mortgage Loan by the SellerOriginator, the Company Issuer shall assign to the Seller Originator all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement Agreements applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the ServicerOriginator, together with all relevant endorsements and assignmentsassignments prepared by the Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Sale and Contribution Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Sale and Contribution Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Sale and Contribution Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Sale and Contribution Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Sale and Contribution Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to the Servicing Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, or the Issuer or the Credit Enhancer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan Home Equity Loan, which materially and adversely affects the interests of the Securityholders or the Credit EnhancerEnhancer in that Home Equity Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Home Equity Loan from the Company Issuer at the price price, during the time, and in the manner set forth in Section 3.1(b3.1(c) of the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Equity Loan. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Home Equity Loan pursuant to Section 3.1 of the Purchase Agreement was the representation and warranty set forth in clause (b)(x) of Section 3.1 of the Purchase Agreement, then the Master Servicer shall request that the Seller pay to the Trust, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense (including reasonable legal fees and expenses) that was actually incurred and paid out of or on behalf of the Trust, and that directly resulted from such breach, or if incurred and paid by the Trust thereafter, concurrently with such payment. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(c) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Custodian on behalf of the Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteLoan Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Equity Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Equity Loan Schedule to reflect the removal of such Mortgage Home Equity Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Equity Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Equity Loan as to which such a breach has occurred and is continuing and to make any additional payments required under the Purchase Agreement in connection with a breach of the representation and warranty contained in Section 3.1(b)(x) thereof shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Equity Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Home Equity Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and the Indenture Trustee and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute. If the Master Servicer is Residential Funding Corporation, then the Indenture Trustee may, with the consent of the Credit Enhancer, and at the direction of the Credit Enhancer, shall, give the notification and require the purchase or substitution provided for in the first preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding Corporation in the Purchase Agreement.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerBond Insurer, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Owner Trustee, the Bond Insurer or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the value of the related Mortgage Loan or the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders or the Bond Insurer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to the Servicing Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, if any, the Bond Insurer, the Owner Trustee and the Indenture Trustee. In connection with the substitution of one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller shall pay the Substitution Adjustment Amount to the Servicer and the Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller, except as set forth in Section 5.1 of the Mortgage Loan Purchase Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian Servicer shall notify the Indenture Trustee and then the Indenture Trustee shall deliver the Mortgage Files relating to such Mortgage Loan to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit Enhancer, Bond Insurer shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Sale and Contribution Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Bond Insurer or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Sale and Contribution Agreement, in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders or the Bond Insurer, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Sale and Contribution Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Sale and Contribution Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Sale and Contribution Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, the Bond Insurer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller GMACM or Witmer pursuant to the Mortgage Loan Purchase AgreementXxxxement. Upon the discovery by the SellerSellers, the Depositor, the Servicer, the Indenture Trustee, the Credit EnhancerIssuer, or the Company or any Custodian of a breach of any of the representations and warranties made by either GMACM or Witmer in the Mortgage Loan Purchase Agreement, in respect xx xxspect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit EnhancerSecurityholders, the party discovering such breach shall give prompt written notice to the other parties (any the Custodian being so obligated under a the Custodial Agreement). The Servicer shall promptly notify the Seller GMACM or Witmer, as applicable, of such breach xxxxxx, and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the respective Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the such Seller was notified of such breach or, in the case of a breach which has the effect of making the Mortgage Loan fail to be a "qualified mortgage" within the meaning of Section 860G of the Internal Revenue Code, within 90 days after the discovery thereof by the Sellers, the Depositor, the Servicer, the Indenture Trustee, the Purchaser or the Issuer or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller either GMACM or Witmer shall, subject to the conditions conxxxxxxs set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan, provided that such substitution occurs within two years following the Closing Date. In the event that the Seller either GMACM or Witmer elects to substitute one or more xxxx Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement, the Seller such party shall deliver to the Company Custodian or the Servicer, in accordance with the Purchase Agreement with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller such party on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller GMACM or Witmer to cure such breach or purchase or purcxxxx xr substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Sellereither GMACM or Witmer. In connection with the purchase puxxxxxx of or substitution for any such Mortgage Loan by the Sellereither GMACM or Witmer, the Company Issuer shall assign to the Seller xx xxch party all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Files Notes to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Loan Purchase AgreementAgreement or of the existence of a Repurchase Event, in respect of any Mortgage Home Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach or existence shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach or existence and request that, pursuant to the terms of the Mortgage Home Loan Purchase Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Loan Purchase AgreementAgreement or Repurchase Event) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Loan Purchase Agreement) from the date the Seller was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Home Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Home Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(c) of the Mortgage Home Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Home Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Home Loan Schedule to reflect the removal of such Mortgage Home Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Home Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Loan Purchase Agreement applicable to such Mortgage Home Loan. Upon receipt of the Repurchase Xxxxxxxxxx Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller GMAC Mortgage Corporation or WG Trust pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSellers, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any the Custodian of a breach of any of the representations and warranties made by either GMAC Mortgage Corporation or WG Trust in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any the Custodian being so obligated under a the Custodial Agreement). The Servicer shall promptly notify the Seller either GMAC Mortgage Corporation or WG Trust, as applicable, of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller respective party either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller such party was notified of such breach, or in the case of a breach which has the effect of making the Mortgage Loan fail to be a "qualified mortgage" within the meaning of Section 860G of the Internal Revenue Code, within 90 days after the discovery thereof by the Sellers, the Depositor, the Servicer, the Indenture Trustee, the Enhancer, the Issuer or the Purchaser or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller either GMAC Mortgage Corporation or WG Trust shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan, provided that such substitution occurs within two years following the Closing Date. In the event that the Seller either GMAC Mortgage Corporation or WG Trust elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement, the Seller such party shall deliver to the Company Custodian or the Servicer, in accordance with the Purchase Agreement, with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller such party on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller GMAC Mortgage Corporation and WG Trust to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Sellereither GMAC Mortgage Corporation or WG Trust. In connection with the purchase of or substitution for any such Mortgage Loan by the Sellereither GMAC Mortgage Corporation or WG Trust, the Company Issuer shall assign to the Seller such party all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Files Notes to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee assignee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller Servicer, the Sponsor pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSponsor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Certificate Insurer or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders Certificateholders or the Credit EnhancerCertificate Insurer, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer Trustee shall promptly notify the Seller of such breach Sponsor and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, Agreement the Seller Sponsor either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller Sponsor shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) Loan upon delivery of the Mortgage Loan Purchase Agreement, the Seller shall deliver an Officer’s Certificate to the Company with respect to Trustee stating that such Eligible Substitute Mortgage Loans, Loan satisfies the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the definition of Eligible Substitute Mortgage Loan Purchase Agreementset forth in Section 1.01 of the Agreement and that the Substitution Adjustment Amount, if any, has been deposited into the Protected Account. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller Sponsor on the next succeeding Distribution Date. For the month of substitution, remittances to the Distribution Account pursuant to this Servicing Agreement will include the Monthly Payment Date provided due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Sponsor shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the related Eligible Substitute Mortgage Loans Loan and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee Master Servicer, the Securities Administrator, the Certificate Insurer and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company Servicer will determine the amount (such amount, a “Substitution Adjustment Amount”), if any, by which the aggregate Stated Principal Balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due on such Deleted Mortgage Loans in the month of substitution). The Sponsor shall assign pay the Substitution Adjustment Amount to the Seller all of Servicer and the right, title and interest in respect of Servicer shall deposit such Substitution Adjustment Amount into the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or Protected Account upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignmentsreceipt.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralRevolving Credit Loans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Revolving Credit Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Revolving Credit Loan Purchase Agreement, in respect of any Mortgage Revolving Credit Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Revolving Credit Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Revolving Credit Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Revolving Credit Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Revolving Credit Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b) of the Mortgage Revolving Credit Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Revolving Credit Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Revolving Credit Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Revolving Credit Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteCredit Line Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Revolving Credit Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Revolving Credit Loan to be removed. The Master Servicer shall amend or cause to be amended the Mortgage Revolving Credit Loan Schedule to reflect the removal of such Mortgage Revolving Credit Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Revolving Credit Loan Schedule to the Owner Trustee and the Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Revolving Credit Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralRevolving Credit Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Revolving Credit Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Revolving Credit Loan Purchase Agreement applicable to such Mortgage Revolving Credit Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Master Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Master Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Master Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, Loans shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders Noteholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the related Eligible Substitute Mortgage Loans Loan and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate Stated Principal Balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due on such Deleted Mortgage Loans in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller GMACM or Witmer pursuant to the Mortgage Loan Purchase AgreementPurchasx Xxxeement. Upon the discovery by the SellerSellers, the Depositor, the Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Company Credit Enhancer or any the Custodian of a breach of any of the representations and warranties made by either GMACM or Witmer in the Mortgage Loan Purchase Agreement, in xx respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any the Custodian being so obligated under a the Custodial Agreement). The Servicer shall promptly notify the Seller GMACM or Witmer, as applicable, of such breach xxxxch, and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the respective Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the such Seller was notified of such breach or, in the case of a breach which has the effect of making the Mortgage Loan fail to be a "qualified mortgage" within the meaning of Section 860G of the Internal Revenue Code, within 90 days after the discovery thereof by the Sellers, the Depositor, the Servicer, the Indenture Trustee, the Purchaser or the Issuer or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller either GMACM or Witmer shall, subject to the conditions conxxxxxxs set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan, provided that such substitution occurs within two years following the Closing Date. In the event that the Seller either GMACM or Witmer elects to substitute one or more xx xxxe Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement, the Seller such party shall deliver to the Company Custodian or the Servicer, in accordance with the Purchase Agreement with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller such party on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller GMACM or Witmer to cure such breach or purchase purxxxxx or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Sellereither GMACM or Witmer. In connection with the purchase pxxxxxxe of or substitution for any such Mortgage Loan by the Sellereither GMACM or Witmer, the Company Issuer shall assign to the Seller assigx xx xuch party all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Files Notes to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer that the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller Sponsor pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSponsor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders Noteholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer Indenture Trustee shall promptly notify the Seller of such breach Sponsor and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, Agreement the Seller Sponsor either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller Sponsor shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) Loan upon delivery of the Mortgage Loan Purchase Agreement, the Seller shall deliver an Officer’s Certificate to the Company with respect to Indenture Trustee stating that such Eligible Substitute Mortgage Loans, Loan satisfies the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the definition of Eligible Substitute Mortgage Loan Purchase Agreementset forth in Appendix A to the Indenture and that the Substitution Adjustment Amount, if any, has been deposited into the Protected Account. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Servicer and remitted by the Servicer to the Seller Sponsor on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Securities Administrator Collection Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Sponsor shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the related Eligible Substitute Mortgage Loans Loan and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Master Servicer, Owner Trustee Trustee, Securities Administrator and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (such amount, a “Substitution Adjustment Amount”), if any, by which the aggregate Stated Principal Balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due on such Deleted Mortgage Loans in the month of substitution). The Sponsor shall pay the Substitution Adjustment Amount to the Servicer and the Servicer shall deposit such Substitution Adjustment Amount into the Protected Account upon receipt. In connection with any repurchase or substitution for any such of a Mortgage Loan by the Sellerpursuant to this Section 2.03, the Company Sponsor shall assign furnish to the Seller all Securities Administrator an officer’s certificate, signed by a duly authorized officer of the rightSponsor to the effect that such repurchase or substitution has been made in accordance with the terms and conditions of this Servicing Agreement and that all conditions precedent to such repurchase or substitution have been satisfied, title and interest in respect including the delivery to the Securities Administrator of the Mortgage Loan Purchase Price or Substitution Adjustment Amount, as applicable, for deposit into the Certificate Distribution Account, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement applicable to such Mortgage Loanand the related Request for Release. Upon receipt of such documentation, the Repurchase PriceSecurities Administrator shall approve such repurchase or substitution, or upon completion as applicable, which approval shall be based solely on the Securities Administrator’s receipt of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements documentation and assignmentsdeposits.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, shall, or shall cause the Credit EnhancerServicer to, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase AgreementAgreement . Upon the discovery by the Seller, the Master Servicer, the Securities Administrator, the Servicer, the Indenture Trustee, Trustee or the Credit Enhancer, the Company or any Custodian Depositor of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Noteholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial pursuant to the Mortgage Loan Purchase Agreement). The Master Servicer shall or cause the Servicer to promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute a Replacement Mortgage Loan or Replacement Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Eligible Substitute Replacement Mortgage Loans in the month of substitution Due Period related to the Payment Date on which such proceeds are to be distributed shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer or the Serivcer, as applicable, and remitted by the Master Servicer or the Servicer, as applicable, to the Seller on the next succeeding on such Payment Date provided Date. For the month of substitution, distributions to Note the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Replacement Mortgage Loans and the Master Servicer shall promptly deliver or cause to the Servicer to deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of Owner Trustee. Upon such substitution, the Mortgage Collateral, against the Seller. In connection with the purchase of or substitution for any such Replacement Mortgage Loan by the Seller, the Company or Loans shall assign be subject to the Seller all of the right, title and interest in respect terms of the Mortgage Loan Purchase Agreement applicable and this Agreement in all respects. In connection with the substitution of one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will cause the Servicer to determine the amount, if any, by which the aggregate principal balance of all such Replacement Mortgage Loan. Upon receipt Loans as of the Repurchase Price, or upon completion date of substitution is less than the aggregate principal balance (after application of the principal portion of the Scheduled Payment due in the month of substitution) of all such substitutionDeleted Mortgage Loans. An amount equal to the aggregate of the deficiencies described in the preceding sentence (such amount, the applicable Custodian “Substitution Adjustment Amount”) shall deliver be forwarded by the Mortgage Files Seller to the Master Servicer or the Servicer, together with all relevant endorsements as applicable, and assignmentsdeposited by the Master Servicer or the Servicer (to the extent provided by the ECC Capital Servicing Agreement) into the Collection Account not later than the Determination Date for the Payment relating to the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder and under the Mortgage Loan Purchase Agreement. In the event that the Seller shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.05 on the Determination Date for the Payment Date in the month following the month during which the Seller became obligated to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price and the receipt of a Request for Release in the form of Exhibit C hereto (as notified to the Indenture Trustee by the Securities Administrator) (i) the Indenture Trustee shall release the related Mortgage File held for the benefit of the Noteholders to such Seller, (ii) the Master Servicer or the Servicer (to the extent provided by the ECC Capital Servicing Agreement), as applicable, shall release to the Seller any remaining documents in the related Mortgage File which are held by the Master Servicer or the Servicer and (iii) the Indenture Trustee shall execute and deliver at such Person’s direction the related instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer title from the Indenture Trustee for the benefit of the Noteholders and transfer the Indenture Trustee’s interest to the Seller to any Mortgage Loan purchased pursuant to the Mortgage Loan Purchase Agreement and this Section 2.04.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Agreement or the related Group 1 and Group 2 Subsequent Mortgage Loan Purchase Agreement, as applicable. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement or the related Group 1 and Group 2 Subsequent Mortgage Loan Purchase Agreement, as applicable, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit Enhancer, Loans shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Sale and Contribution Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Sale and Contribution Agreement in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, Sale and Contribution Agreement the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Sale and Contribution Agreement; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Sale and Contribution Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign to Master Servicer will determine the Seller all of the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to amount (such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments.amount,

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, Enhancer or the Company or any Custodian Issuer of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company Issuer at the price and in the manner set forth in Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement; PROVIDED provided, that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(d) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company Servicer, in accordance with the Purchase Agreement, with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteLoan Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided except to the extent that a payment less than the applicable Minimum Monthly Payment has been received by the Company Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignments.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee assignee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller Sponsor pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the SellerSponsor, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer Trustee shall promptly notify the Seller of such breach Sponsor and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, Agreement the Seller Sponsor either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and in the manner set forth in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED provided that the Seller Sponsor shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) Loan upon delivery of the Mortgage Loan Purchase Agreement, the Seller shall deliver an Officer’s Certificate to the Company with respect to Trustee stating that such Eligible Substitute Mortgage Loans, Loan satisfies the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the definition of Eligible Substitute Mortgage Loan Purchase Agreementset forth in Section 1.01 of the Agreement and that the Substitution Adjustment Amount, if any, has been deposited into the Protected Account. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Fund and will be retained by the Servicer and remitted by the Servicer to the Seller Sponsor on the next succeeding Distribution Date. For the month of substitution, remittances to the Distribution Account pursuant to this Servicing Agreement will include the Monthly Payment Date provided due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Sponsor shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the related Eligible Substitute Mortgage Loans Loan and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee Master Servicer, Securities Administrator and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company Servicer will determine the amount (such amount, a “Substitution Adjustment Amount”), if any, by which the aggregate Stated Principal Balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due on such Deleted Mortgage Loans in the month of substitution). The Sponsor shall assign pay the Substitution Adjustment Amount to the Seller all of Servicer and the right, title and interest in respect of Servicer shall deposit such Substitution Adjustment Amount into the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or Protected Account upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignmentsreceipt.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit Enhancer, Bond Insurer shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Sale and Contribution Agreement. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit EnhancerBond Insurer, the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Sale and Contribution Agreement, in respect of any Mortgage Loan which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders or the Bond Insurer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Sale and Contribution Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Sale and Contribution Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Sale and Contribution Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to the Servicing Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, the Bond Insurer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, the Credit Enhancer or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Equity Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Equity Loan Purchase Agreement, in respect of any Mortgage Home Equity Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Home Equity Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Equity Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Equity Loan Purchase Agreement) from the earlier of the Seller's discovery of such breach or the date the Seller was notified of such breach or (ii) purchase such Mortgage Home Equity Loan from the Company Issuer at the price Repurchase Price and in the manner set forth in Section 3.1(b3.1(c) of the Mortgage Home Equity Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Equity Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans Loans, together with any Substitution Adjustment Amounts, for such Mortgage Home Equity Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(c) of the Mortgage Home Equity Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteCredit Line Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Equity Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Company Issuer for such the month of substitution in respect of the Mortgage Home Equity Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Home Equity Loan Schedule to reflect the removal of such Mortgage Home Equity Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Home Equity Loan Schedule to the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Equity Loan as to which such a breach has occurred and is continuing continuing, together with the obligation of the Seller in the third paragraph of Section 2.1(c) of the Home Equity Loan Purchase Agreement and the indemnification provided in Section 6.1 of the Home Equity Loan Purchase Agreement, shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Equity Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Equity Loan Purchase Agreement applicable to such Mortgage Home Equity Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, the Credit Enhancer or the Credit EnhancerIssuer, shall enforce the representations and warranties of the Seller pursuant to the Mortgage Home Equity Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company Issuer, or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Equity Loan Purchase Agreement, in respect of any Mortgage Home Equity Loan which materially and adversely affects the interests of the Securityholders or the Credit Enhancer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Home Equity Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 60 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Home Equity Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Home Equity Loan Purchase Agreement) from the earlier of the Seller's discovery of such breach or the date the Seller was notified of such breach or (ii) purchase such Mortgage Home Equity Loan from the Company Issuer at the price Repurchase Price and in the manner set forth in Section 3.1(b3.1(c) of the Mortgage Home Equity Loan Purchase Agreement; PROVIDED provided that the Seller shall, subject to compliance with all the conditions set forth in the Mortgage Home Equity Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Loans Loans, together with any Substitution Adjustment Amounts, for such Mortgage Home Equity Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b3.1(c) of the Mortgage Home Equity Loan Purchase Agreement, the Seller shall deliver to the Company Issuer with respect to such Eligible Substitute Mortgage Loans, the original Mortgage NoteCredit Line Agreement, the Mortgage, and such other documents and agreements as are required by the Mortgage Home Equity Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to the Company Issuer and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided a payment at least equal to the applicable Minimum Monthly Payment has been received by the Company Issuer for such the month of substitution in respect of the Mortgage Home Equity Loan to be removed. The Servicer shall amend or cause to be amended the Mortgage Home Equity Loan Schedule to reflect the removal of such Mortgage Home Equity Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Home Equity Loan Schedule to the Owner Trustee and Indenture TrusteeTrustee together with a separate list of any Home Equity Loans so removed. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Home Equity Loan as to which such a breach has occurred and is continuing continuing, together with the obligation of the Seller in the third paragraph of Section 2.1(c) of the Home Equity Loan Purchase Agreement and the indemnification provided in Section 6.1 of the Home Equity Loan Purchase Agreement, shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralHome Equity Loans, against the Seller. In connection with the purchase of or substitution for any such Mortgage Home Equity Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Equity Loan Purchase Agreement applicable to such Mortgage Home Equity Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Servicer shall notify the Custodian and then the Custodian shall deliver the Mortgage Files to the Servicer, together with all relevant endorsements and assignmentsassignments prepared by the Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerNote Insurer, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the Seller, the Servicer, the Indenture Trustee, the Credit Enhancer, Note Insurer or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement, Agreement in respect of any Mortgage Loan Loan, which materially and adversely affects the interests of the Securityholders Noteholders or the Credit EnhancerCertificateholders or the Note Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Servicing Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month month, and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution sub stitution of the Eligible Substitute Mortgage Loans Loans, and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, the Note Insurer, the Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Servicer and assignmentsthe Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.

Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, or the Credit EnhancerBond Insurer, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Home Equity Loan Purchase Agreement. Upon the discovery by the Seller, NovaStar Assets, the Servicer, the Indenture Trustee, the Credit EnhancerIssuer, the Owner Trustee, the Bond Insurer or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Home Equity Loan Purchase Agreement, in respect of any Mortgage Loan which materially and adversely affects the value of the related Mortgage Loan or the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders or the Bond Insurer, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Home Equity Loan Purchase Agreement, the Seller either (i) cure such breach in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from Loan, in each instance in accordance with the Company at the price and in the manner set forth in Section 3.1(b) of the Mortgage Home Equity Loan Purchase Agreement; PROVIDED that the Seller shall, subject to the conditions set forth in the Mortgage Home Equity Loan Purchase Agreement, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Servicer and remitted by the Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to the Servicing Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, if any, the Bond Insurer, the Owner Trustee and the Indenture Trustee. In connection with the substitution of one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller shall pay the Substitution Adjustment Amount to the Servicer and the Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, against the Seller, except as set forth in Section 6.1 of the Home Equity Loan Purchase Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, the Company Issuer shall assign to the Seller all of the its right, title and interest in respect of the Mortgage Home Equity Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian Servicer shall notify the Indenture Trustee and then the Indenture Trustee shall deliver the Mortgage Files relating to such Mortgage Loan to the Servicer, together with all relevant endorsements endorse ments and assignmentsassignments prepared by the Servicer which the Indenture Trustee shall execute.

Enforcement of Representations and Warranties. The Master Servicer, on behalf of and subject to the direction of the Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit EnhancerLoans, shall enforce the representations and warranties and related obligations for breaches thereof of the Seller pursuant to the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable. Upon the discovery by the Seller, the Master Servicer, the Indenture Trustee, the Credit Enhancer, Trustee or the Company or any Custodian of a breach of any of the representations and warranties made in the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, in respect of any Mortgage Loan Loan, or upon the occurrence of a Repurchase Event, which materially and adversely affects the interests of the Securityholders Bondholders or the Credit EnhancerCertificateholders, the party discovering such breach the same shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement)parties. The Master Servicer shall promptly notify the Seller of such breach and request that, pursuant to the terms of the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, the Seller either (i) cure such breach or Repurchase Event in all material respects within 45 days (with respect to a breach of the representations and warranties contained in Section 3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the representations and warranties contained in Section 3.1(b) of the Mortgage Loan Purchase Agreement) from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Company at the price and Loan, in the manner set forth each instance in Section 3.1(b) of accordance with the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable; PROVIDED provided that the Seller shall, subject to the conditions set forth in the Mortgage Loan Purchase AgreementSale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, have the option to substitute an Eligible Substitute Mortgage Loan or Eligible Substitute Mortgage Loans for such Mortgage Loan. In the event that the Seller elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver to the Company with respect to such Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Mortgage Loan Purchase Agreement. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be transferred to part of the Company Trust Estate and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date provided Date. For the month of substitution, distributions to the Payment Account pursuant to this Agreement will include the Monthly Payment due on a payment has been received by the Company Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of the such Deleted Mortgage Loan to be removedLoan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and the Master Servicer shall promptly deliver the amended Mortgage Loan Schedule to the related Subservicer, Owner Trustee and Indenture Trustee. It is understood and agreed that the obligation of the Seller to cure such breach or purchase or substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, against the Seller. In connection with the purchase substitution of one or substitution more Eligible Substitute Mortgage Loans for any such one or more Deleted Mortgage Loan by the SellerLoans, the Company shall assign Master Servicer will determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate principal balance of all such Deleted Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Payment Account in the month of substitution). The Seller all of shall pay the right, title and interest in respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such substitution, the applicable Custodian shall deliver the Mortgage Files Substitution Adjustment Amount to the Servicer, together with all relevant endorsements Master Servicer and assignmentsthe Master Servicer shall deposit such Substitution Adjustment Amount into the Collection Account upon receipt.