Common use of Representations and Warranties; Conditions Precedent Clause in Contracts

Representations and Warranties; Conditions Precedent. (a) The Seller hereby affirms the representations and warranties made by it and set forth in Section 3.1 of the Mortgage Loan Purchase Agreement that relate to the Seller or the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase Agreement. (b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereof. (c) All terms and conditions of the Mortgage Loan Purchase Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller hereby affirms the representations and warranties made by it and set forth in Section 3.1 of the Mortgage Loan Purchase Agreement that relate to the Seller or the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase Agreement. (b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument Agreement or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereof. (c) All terms and conditions of the Mortgage Loan Purchase Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller hereby affirms the representations and warranties made by it and set forth in Section 3.1 of the Mortgage Loan Purchase Agreement that relate to the Seller or the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, Schedule attached hereto is accurate as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase AgreementCut-Off Date. (b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereof. (c) All terms and conditions of the Mortgage Loan Purchase Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller hereby affirms the representations and warranties made by it and set forth in Section 3.1 of the Mortgage Home Loan Purchase Agreement that relate to the Seller or the Subsequent Mortgage Home Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Home Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Home Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Home Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Home Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Home Loans as set forth in Section 3.1 of the Mortgage Home Loan Purchase Agreement. (b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereof. (c) All terms and conditions of the Mortgage Home Loan Purchase Agreement relating to the Subsequent Mortgage Home Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Home Loan Purchase Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller Transferor hereby affirms makes the representations representations, warranties and warranties made by it and covenants set forth in Section 3.1 Sections 3.02 and 3.04 of the Mortgage Loan Purchase Sale and Servicing Agreement that relate with respect to the Seller or the Subsequent Mortgage Home Loans as of the date hereof and the applicable Subsequent Transfer Date, and the Transferor hereby confirms that with respect to the sale by the Transferor to the Seller of the Subsequent Home Loans each of the conditions set forth in Sections 2.02 of the Sale and Servicing Agreement for such sale have been satisfied as of the date hereof and the applicable Subsequent Transfer Date. In addition, the Transferor hereby reconfirms the accuracy of the representations and warranties set forth in Section 3.03 of the Sale and Servicing Agreement with respect to the Subsequent Home Loans as of the date hereof and the applicable Subsequent Transfer Date. In reliance upon the representations, warranties and covenants made by the Transferor in the preceding subsection (a) and in the Officer's Certificate of the Transferor dated as of the date hereof. The , the Seller hereby affirms the representations, warranties and covenants set forth in Section 3.01 of the Sale and Servicing Agreement with respect to the Subsequent Home Loans as of the date hereof and the applicable Subsequent Transfer Date, and the Seller hereby confirms that each of the conditions set forth in Section 2.2(b) Sections 2.02 and 3.04 of the Mortgage Loan Purchase Sale and Servicing Agreement are satisfied as of the date hereof and further represents and warrants that each the applicable Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase AgreementTransfer Date. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase Agreement. (b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereof. (c) All terms and conditions of the Mortgage Loan Purchase Sale and Servicing Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, provided however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Sale and Servicing Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller hereby affirms the representations and warranties made by it and set forth in Section 3.1 of the Mortgage Loan Purchase Agreement that relate to the Seller or the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM[ ], as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase Agreement. (b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereof. (c) All terms and conditions of the Mortgage Loan Purchase Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller hereby affirms the representations and warranties made by it and set forth in Section 3.1 of the Mortgage Loan Purchase Agreement that relate to the Seller or the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase Agreement. (b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereof. (c) All terms and conditions of the Mortgage Loan Purchase Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller Each of the Sellers hereby affirms affirm the representations and warranties made by it and set forth in Section 3.1 3.01 of the Mortgage Loan Purchase Receivables Transfer Agreement that relate to the such Seller or the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase Agreement. (b) The Seller First Sierra hereby affirms that each Subsequent Contract satisfies the representations and warranties set forth in Section 2.02 of the Servicing Agreement relating to the Contracts. (c) Each of the Sellers is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it each such Seller will not be rendered insolvent by the execution and delivery of this Instrument Agreement or by the performance of its respective obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against any of the Seller Sellers prior to the date hereof.; (cx) All Xxx terms and conditions of the Mortgage Loan Purchase Receivables Transfer Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Receivables Transfer Agreement. (e) Each of the Sellers and First Sierra hereby confirm that each of the conditions precedent set forth in Sections 2.02 of the Receivables Transfer Agreement have been satisfied as of the date hereof. (f) Each of the Sellers and First Sierra represent and warrant that the aggregate Discounted Contract Principal Balance of the Subsequent Contracts listed on the List of Subsequent Contracts annexed hereto and conveyed to the Trust pursuant to this Agreement as of the related Subsequent Cut-Off Date is $ . --------------

Representations and Warranties; Conditions Precedent. (a) The Seller hereby affirms the representations and warranties made by it and set forth in Section 3.1 of the Mortgage Loan Purchase Agreement that relate to the Seller or the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, Schedule attached hereto is accurate as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase AgreementCut-Off Date. (b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereof. (c) All terms and conditions of the Mortgage Loan Purchase Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller Each of the Sellers hereby affirms affirm the representations and warranties made by it and set forth in Section 3.1 3.01 of the Mortgage Loan Purchase Receivables Transfer Agreement that relate to the such Seller or the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase Agreement. (b) The Seller SierxxXxxxxx.xxx xxxeby affirms that each Subsequent Contract satisfies the representations and warranties set forth in Section 2.02 of the Servicing Agreement relating to the Contracts. (c) Each of the Sellers is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it each such Seller will not be rendered insolvent by the execution and delivery of this Instrument Agreement or by the performance of its respective obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against any of the Seller Sellers prior to the date hereof.; (cd) All terms and conditions of the Mortgage Loan Purchase Receivables Transfer Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Receivables Transfer Agreement. (e) Each of the Sellers and SierxxXxxxxx.xxx xxxeby confirm that each of the conditions precedent set forth in Sections 2.02 of the Receivables Transfer Agreement have been satisfied as of the date hereof. (f) Each of the Sellers and SierxxXxxxxx.xxx xxxresent and warrant that the aggregate Discounted Contract Balance of the Subsequent Contracts listed on the List of Subsequent Contracts annexed hereto and conveyed to the Trust pursuant to this Agreement as of the related Subsequent Cut-Off Date is $__________.

Representations and Warranties; Conditions Precedent. (a) The Seller [HPSC][Bravo] hereby affirms affirm the representations and warranties made by it and set forth in Section 3.1 3.01(a), Section 3.01(b) and Section 3.02 of the Mortgage Loan Purchase Receivables Transfer Agreement that relate to the Seller or the Subsequent Mortgage Loans [HPSC][Bravo] as of the date hereof. . (b) The Seller Originator and the Servicer, as applicable, hereby confirms that each of affirm (i) the conditions representations and warranties set forth in Section 2.2(b3.01(a) of the Mortgage Loan Purchase Agreement are satisfied and Section 3.01(b), respectively, as of the date hereof and further represents and warrants (ii) that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms Contract satisfies the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 3.02 of the Mortgage Loan Purchase AgreementReceivables Transfer Agreement relating to the Contracts, which representations and warranties are hereby re-made and incorporated by reference as if fully set forth herein. (bc) The Seller [HPSC][Bravo] is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it each such Transferor will not be rendered insolvent by the execution and delivery of this Instrument Agreement or by the performance of its respective obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against any of the Seller Transferors prior to the date hereof. (cd) All terms and conditions of the Mortgage Loan Purchase Receivables Transfer Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; providedPROVIDED, howeverHOWEVER, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Receivables Transfer Agreement. (e) [HPSC][Bravo], the Servicer and the Originator hereby confirm that each of the conditions precedent set forth in Sections 2.02(c) and 5.02 of the Receivables Transfer Agreement have been satisfied as of the date hereof. (f) [HPSC][Bravo], the Servicer and the Originator represent and warrant that the aggregate Discounted Contract Balance of the Subsequent Contracts listed on the List of Subsequent Contracts annexed hereto and sold to LLC I and/or LLC II pursuant to this Agreement as of the related Subsequent Cut-Off Date is $__________.

Representations and Warranties; Conditions Precedent. (a) The Seller Transferor hereby affirms makes the representations representations, warranties and warranties made by it and covenants set forth in Section 3.1 Sections 3.02 and 3.04 of the Mortgage Loan Purchase Sale and Servicing Agreement that relate with respect to the Seller or the Subsequent Mortgage Home Loans as of the date hereof and the applicable Subsequent Transfer Date, and the Transferor hereby confirms that with respect to the sale by the Transferor to the Seller of the Subsequent Home Loans each of the conditions set forth in Sections 2.02 of the Sale and Servicing Agreement for such sale have been satisfied as of the date hereof and the applicable Subsequent Transfer Date. In addition, the Transferor hereby reconfirms the accuracy of the representations and warranties set forth in Section 3.03 of the Sale and Servicing Agreement with respect to the Subsequent Home Loans as of the date hereof and the applicable Subsequent Transfer Date. (b) In reliance upon the representations, warranties and covenants made by the Transferor in the preceding subsection (a) and in the Officer's Certificate of the Transferor dated as of the date hereof. The , the Seller hereby affirms the representations, warranties and covenants set forth in Section 3.01 of the Sale and Servicing Agreement with respect to the Subsequent Home Loans as of the date hereof and the applicable Subsequent Transfer Date, and the Seller hereby confirms that each of the conditions set forth in Section 2.2(b) Sections 2.02 and 3.04 of the Mortgage Loan Purchase Sale and Servicing Agreement are satisfied as of the date hereof and further represents and warrants that each the applicable Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase Agreement. (b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereofTransfer Date. (c) The Transferor and the Seller hereby represent and warrant to the Issuer, the Indenture Trustee, the Securities Insurer and the Securityholders that as of the end of the Funding Period, the Home Loans have satisfied all of the criteria set forth in paragraph 23 of the Securities Insurer Commitment. (d) All terms and conditions of the Mortgage Loan Purchase Sale and Servicing Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, provided however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Sale and Servicing Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller Transferor hereby affirms makes the representations representations, warranties and warranties made by it and covenants set forth in Section 3.1 Sections 3.02 and 3.04 of the Mortgage Loan Purchase Sale and Servicing Agreement that relate with respect to the Seller or the Subsequent Mortgage Home Loans as of the date hereof and the applicable Subsequent Transfer Date, and the Transferor hereby confirms that with respect to the sale by the Transferor to the Seller of the Subsequent Home Loans each of the conditions set forth in Sections 2.02 of the Sale and Servicing Agreement for such sale have been satisfied as of the date hereof and the applicable Subsequent Transfer Date. In addition, the Transferor hereby reconfirms the accuracy of the representations and warranties set forth in Section 3.03 of the Sale and Servicing Agreement with respect to the Subsequent Home Loans as of the date hereof and the applicable Subsequent Transfer Date. (b) In reliance upon the representations, warranties and covenants made by the Transferor in the preceding subsection (a) and in the Officer's Certificate of the Transferor dated as of the date hereof. The , the Seller hereby affirms the representations, warranties and covenants set forth in Section 3.01 of the Sale and Servicing Agreement with respect to the Subsequent Home Loans as of the date hereof and the applicable Subsequent Transfer Date, and the Seller hereby confirms that each of the conditions set forth in Section 2.2(b) Sections 2.02 and 3.04 of the Mortgage Loan Purchase Sale and Servicing Agreement are satisfied as of the date hereof and further represents and warrants that each the applicable Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase Agreement. (b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereofTransfer Date. (c) All terms and conditions of the Mortgage Loan Purchase Sale and Servicing Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, provided however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Sale and Servicing Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller hereby affirms the representations and warranties made by it and set forth in Section 3.1 4 of the Mortgage Loan Purchase Assignment Agreement that relate to the Seller or the Subsequent Mortgage Loans as of the date hereof. The Seller Seller, as evidenced by an officer's certificate substantially in the form of Attachment C hereto and delivered to the Trustee, hereby confirms that each of the conditions set forth in Section 2.2(b2(c) and Section 2(d) of the Mortgage Loan Purchase Assignment Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c2(d) of the Mortgage Loan Purchase Assignment Agreement. GMACMThe Seller, as Master Servicer of the Subsequent Mortgage Loans Loans, hereby affirms the representations and warranties made by it regarding and set forth in Section 2.03(a) of the Pooling and Servicing Agreement that relate to the Seller. (b) The Seller hereby represents and warrants to the Trustee for the benefit of Certificateholders, with respect to the Subsequent Mortgage Loans, that as of the Subsequent Transfer Date: (i) No Subsequent Mortgage Loan is 30 or more days Delinquent in payment of principal and interest as of the Subsequent Cut-off Date and no Subsequent Mortgage Loan has been so Delinquent more than once in the 12-month period prior to the Subsequent Cut-off Date; (ii) No more than 1.0% of the Subsequent Mortgage Loans by aggregate Stated Principal Balance as of the Subsequent Cut-off Date are secured by Mortgaged Properties located in any one zip code area in Utah and no more than 0.2% of the Subsequent Mortgage Loans by aggregate Stated Principal Balance as of the Subsequent Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside Utah; (iii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as required by the Program Guide, including flood insurance if required under the National Flood Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefor from the Mortgagor; (iv) Immediately prior to the assignment of the Subsequent Mortgage Loans to the Trustee, the Seller had good title to, and was the sole owner of, each Subsequent Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other than rights to servicing and related compensation) and such assignment validly transfers ownership of the Subsequent Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; (v) No more than 43.0% of the Subsequent Mortgage Loans by aggregate Stated Principal Balance as of the Subsequent Cut-off Date were underwritten under a reduced loan documentation program, no more than 15.2% of the Subsequent Mortgage Loans by aggregate Stated Principal Balance as of the Subsequent Cut-off Date were underwritten under a no-stated income program, and no more than 13.8% of the Subsequent Mortgage Loans by aggregate Stated Principal Balance as of the Subsequent Cut-off Date were underwritten under a no income/no asset program; (vi) Except with respect to no more than 21.0% of the Subsequent Mortgage Loans by aggregate Stated Principal Balance as of the Subsequent Cut-off Date, the Mortgagor represented in its loan application with respect to the related Subsequent Mortgage Loan that the Mortgaged Property would be owner-occupied; (vii) None of the Subsequent Mortgage Loans is a Buy-Down Mortgage Loan; (viii) Each Subsequent Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1), (2), (4), (5) and (6), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5) and (6); (ix) A policy of title insurance was effective as of the closing of each Subsequent Mortgage Loan and is valid and binding and remains in full force and effect, unless the Mortgaged Properties are located in the State of Iowa and an attorney's certificate has been provided as described in the Program Guide; (x) None of the Subsequent Mortgage Loans is a Cooperative Loan; (xi) With respect to each Subsequent Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related seller has represented that either (a) the value of the related Mortgaged Property as of the date the Subsequent Mortgage Loan was originated was not less than the appraised value of such property at the time of origination of the refinanced Subsequent Mortgage Loan or (b) the Loan-to-Value Ratio of the Subsequent Mortgage Loan as of the date of origination of the Subsequent Mortgage Loan generally meets RFC's underwriting guidelines; (xii) Interest on each Subsequent Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; (xiii) None of the Subsequent Mortgage Loans contains in the related Mortgage File a Destroyed Mortgage Note; (xiv) None of the Subsequent Mortgage Loans has been made to an International Borrower; (xv) No Subsequent Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by any foreign (non-United States) sovereign government; and (xvi) None of the Subsequent Mortgage Loans is an Additional Collateral Loan and none of the Subsequent Mortgage Loans is a Pledged Asset Loan. Upon discovery by either of the Seller, the Custodian or the Trustee of a breach of any of the representations and warranties set forth in this Section 2(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (the Custodian being so obligated under a Custodial Agreement); provided, however, that in the event of a breach of the representation and warranty set forth in Section 3.1 2(b)(xii), the party discovering such breach shall give such notice within five days of discovery. Within 90 days of its discovery or its receipt of notice of breach, the Seller shall either (i) cure such breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02 of the Pooling and Servicing Agreement; provided that the Seller shall have the option to substitute a Qualified Substitute Mortgage Loan Purchase Agreementor Loans for such Subsequent Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the omission or defect would cause the Subsequent Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Seller under the same terms and conditions as provided in Section 2.04 of the Standard Terms for substitutions by the Seller. It is understood and agreed that the obligation of the Seller to cure such breach or to so purchase or substitute for any Subsequent Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. (bc) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument Agreement or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior to the date hereof. (cd) All terms and conditions of the Mortgage Loan Purchase Assignment Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Assignment Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller hereby affirms makes the representations representations, warranties and warranties made by it and covenants set forth in Section 3.1 3.04 of the Mortgage Loan Purchase Sale and Servicing Agreement that relate with respect to the Seller or the Subsequent Mortgage Home Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that each Subsequent Mortgage Loan complies with the requirements applicable Advance Date. In addition, the Seller hereby reconfirms the accuracy of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 Sections 3.02 and 3.03 of the Mortgage Loan Purchase AgreementSale and Servicing Agreement with respect to the Subsequent Home Loans as of the date hereof and the applicable Advance Date. (b) The Seller and Servicer hereby certify as follows: (i) The Servicer shall deposit in the Collection Account all collections in respect of the Subsequent Home Loans received on or after the related Cut-off Date. (ii) As of the date hereof, the Seller is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; not insolvent nor will it will not be rendered made insolvent by the execution and delivery transfer that is the subject of this Instrument or by the performance of its obligations hereunder Subsequent Transfer Agreement nor is it aware of any pending insolvency; no petition . (iii) The transfer of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior Subsequent Home Loans to the date hereofIssuer will not result in a material adverse tax consequence to the Issuer. (c) The Issuer hereby reconfirms the accuracy of the representations and warranties set forth in Article V of the Note Purchase Agreement as of the date hereof and as of the applicable Advance Date. (d) The Issuer hereby certifies that it has deposited in the Capitalized Interest Account the Capitalized Interest Account Deposit with respect to such Additional Note Principal Balance. (e) All terms and conditions of the Mortgage Loan Purchase Sale and Servicing Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, provided however, that in the event of any conflict conflict, the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Sale and Servicing Agreement.

Representations and Warranties; Conditions Precedent. (a) The Seller Each of the Subsequent Transferors hereby affirms affirm the representations and warranties made by it and set forth in Section 3.1 3.01(a), Section 3.01(b) and Section 3.02 of the Mortgage Loan Purchase Receivables Transfer Agreement that relate to the Seller or the Subsequent Mortgage Loans such Transferor as of the date hereof. The Seller hereby confirms that each . (b) Each of the conditions Originators and the Servicer, as applicable, hereby affirm (i) the representations and warranties set forth in Section 2.2(b3.01(a) of the Mortgage Loan Purchase Agreement are satisfied and Section 3.01(b), respectively, as of the date hereof and further represents and warrants (ii) that each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms Contract satisfies the representations and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 3.02 of the Mortgage Loan Purchase AgreementReceivables Transfer Agreement relating to the Contracts, which representations and warranties are herby re-made and incorporated by reference as if fully set forth herein. (bc) The Seller Each of the Subsequent Transferors is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it each such Subsequent Transferor will not be rendered insolvent by the execution and delivery of this Instrument Agreement or by the performance of its respective obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against any of the Seller Subsequent Transferors prior to the date hereof. (cd) All terms and conditions of the Mortgage Loan Purchase Receivables Transfer Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Receivables Transfer Agreement. (e) Each of the Subsequent Transferors, the Servicer and each of the Originators hereby confirm that each of the conditions precedent set forth in Sections 2.02(c) and 5.02 of the Receivables Transfer Agreement have been satisfied as of the date hereof. (f) Each of the Subsequent Transferors, the Servicer and each of the Originators represent and warrant that the aggregate Discounted Contract Balance and the outstanding Revolver Balance of the Subsequent Contracts listed on the List of Subsequent Contracts annexed hereto and sold to LLC I and/or LLC II pursuant to this Agreement as of the related Subsequent Cut-Off Date is $__________.