Common use of Representations and Warranties of the Seller Clause in Contracts

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the IssuerIssuer or the Custodian. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein contained in the Sale and Servicing Agreement are incorporated herein, and are made to the Purchaser on the date hereof, as if set forth in Exhibit A herein and as if made to the Receivables Purchase Agreement as to Purchaser on the Receivables, upon which date hereof. The Seller will make such representations and warranties in the Issuer relies Sale and Servicing Agreement directly to the Trust and will become obligated in accepting respect of such representations and warranties pursuant to the Receivables Sale and delivering Servicing Agreement. On the SecuritiesClosing Date, together with all rights the Seller shall deliver to the Purchaser an Officers' Certificate, dated the Closing Date, to the effect that the representations and warranties made in the Sale and Servicing Agreement by the Seller are true and correct as of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. Closing Date. (b) It is understood and agreed that the representations and warranties referred incorporated by reference in this Agreement by Section 3.01(a) hereof shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Contracts by the Seller to the Purchaser and by the Purchaser to the Trust, and shall inure to the benefit of the Purchaser, the Trust and their successors and permitted assignees. (c) The Seller shall indemnify the Purchaser and the Servicer and hold the Purchaser and the Servicer harmless against any loss, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained or incorporated by reference in this Agreement. It is understood and agreed that the obligation of the Seller set forth in this Section shall survive 3.01 to indemnify the sale Purchaser and delivery the Servicer as provided in this Section 3.01 constitutes the sole remedy of the Receivables to Purchaser and the IssuerServicer respecting a breach of the foregoing representations and warranties. The Trust shall also have the remedies provided in the Sale and Servicing Agreement. (bd) The Seller hereby agrees that the Issuer Each indemnified party shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned give prompt notice to the Issuer herein, including the right to cause the Seller to repurchase of any Receivable action commenced against it with respect to which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it is from any liability which it may have otherwise than on account of this indemnity agreement, unless the failure to notify materially prejudices the rights and condition of the Seller. The Seller shall be entitled to participate in any such action, and to assume the defense thereof, and after notice from the Seller to an indemnified party of its election to assume the defense thereof, the Seller will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. (e) Any cause of action against the Seller or relating to or arising out of the breach of any of its representations and warranties set forth made or incorporated by reference in Exhibit A this Section 3.01 shall accrue as to any Contract upon (i) discovery of such breach by the Purchaser or the Servicer or notice thereof by the Seller to the Receivables Purchase AgreementPurchaser and the Servicer, directly against (ii) failure by the Seller as though to cure such breach and (iii) demand upon the Issuer were a party to Seller by the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any Purchaser for all amounts payable in respect of such rights indirectly through the DepositorContract.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase acquire Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale transfer and delivery of the Receivables to the IssuerIssuer or the Custodian. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase acquire any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Purchase Agreement insofar as the Purchase Agreement relates to the representations and warranties made by the Seller has made each in respect of the Mortgage Loans and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Purchase Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders 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). The Servicer shall promptly notify the Seller of such breach and request that the Seller either (i) cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Exhibit A to Section 2.02; provided that in the Receivables case of a breach under the Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has soldSeller, assignedshall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, transferred and conveyed any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall notify the Seller to deliver to the IssuerCustodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 2.01, and the Trustee shall notify the Seller to deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the assets 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, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the IssuerCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, its rights under the Receivables Purchase AgreementQualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, including and the Seller shall be deemed to have made the representations and warranties of the Seller therein as set forth in Exhibit A with respect to the Receivables Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of the date of substitution. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the ReceivablesCertificateholders in the month of substitution). The Servicer shall deposit the amount of such shortfall received from the Seller into the Custodial Account on the day of substitution. The Servicer shall give notice in writing to the Trustee of such event, upon which representations notice shall be accompanied by an Officer's Certificate as to the calculation of such shortfall and warranties (subject to Section 10.01(f)) by an Opinion of Counsel to the Issuer relies in accepting effect that such substitution will not cause (a) any federal tax to be imposed on the Receivables and delivering the SecuritiesTrust Fund, together with all rights including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Depositor with respect Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of either of the REMICs to fail to qualify as such at any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementtime that any Certificate is outstanding. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach or purchase (or to substitute for) such Mortgage Loan as to which it is in a breach of any of its representations and warranties set forth in Exhibit A has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Receivables Purchase AgreementCertificateholders or the Trustee on behalf of Certificateholders. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, directly against the Trustee shall assign, pursuant to an assignment delivered to the Trustee by the Seller, to the Seller as though or its designee all of the Issuer were a party right, title and interest in respect of the Purchase Agreement applicable to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorMortgage Loan.

Representations and Warranties of the Seller. (a) The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Purchase Agreement insofar as the Purchase Agreement relates to the representations and warranties made by the Seller has made each in respect of the Mortgage Loans and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Purchase Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders 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). The Servicer shall promptly notify the Seller of such breach and request that the Seller either (i) cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Exhibit A to Section 2.02; provided that in the Receivables case of a breach under the Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has soldSeller, assignedshall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, transferred and conveyed any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall notify the Seller to deliver to the IssuerCustodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 2.01, and the Trustee shall notify the Seller to deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the assets 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, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the IssuerCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, its rights under the Receivables Purchase AgreementQualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, including and the Seller shall be deemed to have made the representations and warranties of the Seller therein as set forth in Exhibit A with respect to the Receivables Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of the date of substitution. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Receivables, upon which representations and warranties Certificateholders in the Issuer relies in accepting month of substitution). The Servicer shall deposit the Receivables and delivering amount of such shortfall received from the Securities, together with all rights Seller into the Custodial Account on the day of substitution. Prior to the delivery of the Depositor with respect Qualified Substitute Mortgage Loan, the Servicer shall give notice in writing to the Trustee of any breach thereofsuch shortfall, which notice shall be accompanied by an Officer's Certificate stating that such Mortgage Loan is a Qualified Substitute Mortgage Loan and as to the calculation of any such shortfall and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the right Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of either of the REMICs to require the Seller fail to repurchase Receivables in accordance with the Receivables Purchase Agreementqualify as such at any time that any Certificate is outstanding. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach or purchase (or to substitute for) such Mortgage Loan as to which it is in a breach of any of its representations and warranties set forth in Exhibit A has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Receivables Purchase AgreementCertificateholders or the Trustee on behalf of Certificateholders. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, directly against the Trustee shall assign, pursuant to an assignment delivered to the Trustee by the Seller, to the Seller as though or its designee all of the Issuer were a party right, title and interest in respect of the Purchase Agreement applicable to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorMortgage Loan.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the IssuerIssuer (or the Custodian on its behalf) and the pledge of the Receivables to the Indenture Trustee. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Purchase Agreement insofar as the Purchase Agreement relates to the representations and warranties made by the Seller has made each in respect of the Mortgage Loans and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Purchase Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders 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). The Servicer shall promptly notify the Seller of such breach and request that the Seller either (i) cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Exhibit A to Section 2.02; provided that in the Receivables case of a breach under the Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has soldSeller, assignedshall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, transferred and conveyed any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall cause the Seller to deliver to the IssuerCustodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 2.01, and the Trustee shall cause the Seller to deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the assets 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, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the IssuerCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, its rights under the Receivables Purchase AgreementQualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, including and the Seller shall be deemed to have made the representations and warranties of the Seller therein as set forth in Exhibit A with respect to the Receivables Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of the date of substitution. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the ReceivablesCertificateholders in the month of substitution). The Servicer shall deposit the amount of such shortfall received from the Seller into the Custodial Account on the day of substitution. The Servicer shall give notice in writing to the Trustee of such event, upon which representations notice shall be accompanied by an Officer's Certificate as to the calculation of such shortfall and warranties (subject to Section 10.01(f)) by an Opinion of Counsel to the Issuer relies in accepting effect that such substitution will not cause (a) any federal tax to be imposed on the Receivables and delivering the SecuritiesTrust Fund, together with all rights including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Depositor with respect Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of either of the REMICs to fail to qualify as such at any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementtime that any Certificate is outstanding. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach or purchase (or to substitute for) such Mortgage Loan as to which it is in a breach of any of its representations and warranties set forth in Exhibit A has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Receivables Purchase Agreement, directly against Certificateholders or the Seller as though Trustee on behalf of Certificateholders. In connection with the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise purchase of or substitution for any such rights indirectly through Mortgage Loan by the DepositorSeller, the Trustee shall assign to such Person all of the right, title and interest in respect of the Purchase Agreement applicable to such Mortgage Loan.

Representations and Warranties of the Seller. (a) The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Purchase Agreement insofar as the Purchase Agreement relates to the representations and warranties made by the Seller has made each in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in the Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Purchase Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders 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). The Servicer shall promptly notify the Seller of such breach and request that the Seller either (i) cure such breach in all material respects within 90 days from the date the Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Exhibit A Section 2.02; provided that in the case of a breach under the Purchase Agreement the Seller shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall cause the Seller to deliver to the Receivables Purchase Agreement Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 2.01, and the Trustee shall cause the Seller to deliver to the Receivables Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and has consented such other documents and agreements as are required to the assignment be held by the Depositor Servicer pursuant to Section 2.01. No substitution will be made in any calendar month after the Issuer of the Depositor’s rights Determination Date for such month. Monthly Payments due with respect thereto. Such representations and warranties speak as to Qualified Substitute Mortgage Loans in the month of the respective dates set forth therein, but substitution shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as not be part of the assets 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, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the IssuerCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule, its rights under and, if the Receivables Purchase AgreementDeleted Mortgage Loan was a Discount Mortgage Loan, including the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, the Seller shall be deemed to have made the representations and warranties of the Seller therein as set forth in Exhibit A with respect to the Receivables Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of the date of substitution. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the ReceivablesCertificateholders in the month of substitution). The Servicer shall deposit the amount of such shortfall received for the Seller into the Custodial Account on the day of substitution. The Servicer shall give notice in writing to the Trustee of such event, upon which representations notice shall be accompanied by an Officer's Certificate as to the calculation of such shortfall and warranties (subject to Section 10.01(f)) by an Opinion of Counsel to the Issuer relies in accepting effect that such substitution will not cause (a) any federal tax to be imposed on the Receivables and delivering the SecuritiesTrust Fund, together with all rights including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Depositor with respect Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the REMIC to fail to qualify as such at any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementtime that any Certificate is outstanding. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach or purchase (or to substitute for) such Mortgage Loan as to which it such a breach has occurred and is in continuing shall constitute the sole remedy respecting such breach of any of its representations and warranties set forth in Exhibit A available to the Receivables Purchase AgreementCertificateholders or the Trustee on behalf of Certificateholders. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, directly against the Trustee shall assign to the Seller as though all of the Issuer were a party right, title and interest in respect of the Purchase Agreement applicable to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorMortgage Loan.

Representations and Warranties of the Seller. The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its rights (abut none of its obligations) in, to and under the Mortgage Loan Purchase Agreement. Insofar as the Mortgage Loan Purchase Agreement relates to such representations and warranties and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Trustee on behalf of the Certificateholders. Upon the discovery by the Company, the Master Servicer or the Trustee 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 Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall promptly notify the Seller has of such breach and request that the Seller shall, within 90 days from the date that the Seller was notified or otherwise obtained knowledge of such breach, 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; provided that if such breach would cause the 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. However, in the case of a breach under the Mortgage Loan Purchase Agreement, subject to the approval of the Company, the Seller shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date, except that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such substitution must occur within 90 days from the date the breach was discovered if such 90 day period expires before two years following the Closing Date. In the event that the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall enforce the obligation of the Seller under the Mortgage Loan Purchase Agreement to deliver to the Trustee and the Master Servicer, as appropriate, with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made each in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution, to the extent received by the Master Servicer or any Sub-Servicer, shall not be part of the Trust Fund and will 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, distributions to Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Company shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Company shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, the Seller shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the Mortgage Loan Purchase Agreement as of the date of substitution, and the Company shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties set forth in Exhibit A I hereof (other than representations (xiv), (xvi), (xxix) and (xxxiii) through (xli)). In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (the Substitution Adjustment"), 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to Certificateholders in the month of substitution). The Trustee shall enforce the obligation of the Seller under the Mortgage Loan Purchase Agreement to provide the Master Servicer on the day of substitution for immediate deposit into the Custodial Account the amount of such shortfall, without any reimbursement therefor. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall give notice in writing to the Receivables Purchase Agreement Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the Receivables calculation of such shortfall and has consented by an Opinion of Counsel to the assignment effect that such substitution will not cause (a) any federal tax to be imposed on REMIC 1, REMIC 2 or REMIC 3, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is outstanding. The costs of any substitution as described above, including any related assignments, opinions or other documentation in connection therewith shall be borne by the Depositor Seller. Except as expressly set forth herein neither the Trustee nor the Master Servicer is under any obligation to the Issuer discover any breach of the Depositor’s rights with respect thereto. Such above-mentioned representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementwarranties. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach, purchase or to substitute for such Mortgage Loan as to which it such a breach has occurred and is in continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorCertificateholders.

Representations and Warranties of the Seller. (a) The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Purchase Agreement insofar as the Purchase Agreement relates to the representations and warranties made by the Seller has made each in respect of the Mortgage Loans and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Purchase Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders 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). The Servicer shall promptly notify the Seller of such breach and request that the Seller either (i) cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Exhibit A to Section 2.02; provided that in the Receivables case of a breach under the Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has soldSeller shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, assignedany such cure, transferred and conveyed repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that GMACM elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall cause the Seller to deliver to the IssuerCustodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 2.01, and the Trustee shall cause the Seller to deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the assets 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, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the IssuerCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule, its rights under and, if the Receivables Purchase AgreementDeleted Mortgage Loan was a Discount Mortgage Loan, including the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, and the Seller shall be deemed to have made the representations and warranties of the Seller therein as set forth in Exhibit A with respect to the Receivables Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of the date of substitution. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the ReceivablesCertificateholders in the month of substitution). The Servicer shall deposit the amount of such shortfall received from the Seller into the Custodial Account on the day of substitution. The Servicer shall give notice in writing to the Trustee of such event, upon which representations notice shall be accompanied by an Officer's Certificate as to the calculation of such shortfall and warranties (subject to Section 10.01(f)) by an Opinion of Counsel to the Issuer relies in accepting effect that such substitution will not cause (a) any federal tax to be imposed on the Receivables and delivering the SecuritiesTrust Fund, together with all rights including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Depositor with respect Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of either of the REMICs to fail to qualify as such at any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementtime that any Certificate is outstanding. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach or purchase (or to substitute for) such Mortgage Loan as to which it is in a breach of any of its representations and warranties set forth in Exhibit A has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Receivables Purchase Agreement, directly against Certificateholders or the Seller as though Trustee on behalf of Certificateholders. In connection with the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise purchase of or substitution for any such rights indirectly through Mortgage Loan by the DepositorSeller, the Trustee shall assign to such Person all of the right, title and interest in respect of the Purchase Agreement applicable to such Mortgage Loan.

Representations and Warranties of the Seller. The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its rights (abut none of its obligations) in, to and under the Mortgage Loan Purchase Agreement. Insofar as the Mortgage Loan Purchase Agreement relates to such representations and warranties and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Trustee on behalf of the Certificateholders. Upon the discovery by the Company, the Master Servicer or the Trustee 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 Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall promptly notify the Seller has of such breach and request that the Seller shall, within 90 days from the date that the Seller was notified or otherwise obtained knowledge of such breach, 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; provided that if such breach would cause the 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. However, in the case of a breach under the Mortgage Loan Purchase Agreement, subject to the approval of the Company the Seller shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date, except that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such substitution must occur within 90 days from the date the breach was discovered if such 90 day period expires before two years following the Closing Date. In the event that the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall enforce the obligation of the Seller under the Mortgage Loan Purchase Agreement to deliver to the Trustee and the Master Servicer, as appropriate, with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made each in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution, to the extent received by the Master Servicer or any Sub-Servicer, shall not be part of the Trust Fund and will 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, distributions to Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Company shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Company shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, the Seller shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the Mortgage Loan Purchase Agreement as of the date of substitution, and the Company shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties set forth in Exhibit A I hereof (other than representations (xiv), (xvi), (xxix) and (xxxiii) through (xli)). In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (the Substitution Adjustment"), 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to Certificateholders in the month of substitution). The Trustee shall enforce the obligation of the Seller under the Mortgage Loan Purchase Agreement to provide the Master Servicer on the day of substitution for immediate deposit into the Custodial Account the amount of such shortfall, without any reimbursement therefor. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall give notice in writing to the Receivables Purchase Agreement Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the Receivables calculation of such shortfall and has consented by an Opinion of Counsel to the assignment effect that such substitution will not cause (a) any federal tax to be imposed on REMIC 1, REMIC 2 or REMIC 3, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is outstanding. The costs of any substitution as described above, including any related assignments, opinions or other documentation in connection therewith shall be borne by the Depositor Seller. Except as expressly set forth herein neither the Trustee nor the Master Servicer is under any obligation to the Issuer discover any breach of the Depositor’s rights with respect thereto. Such above-mentioned representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementwarranties. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach, purchase or to substitute for such Mortgage Loan as to which it such a breach has occurred and is in continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorCertificateholders.

Representations and Warranties of the Seller. The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its rights (abut none of its obligations) in, to and under the Mortgage Loan Purchase Agreement. Insofar as the Mortgage Loan Purchase Agreement relates to such representations and warranties and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Trustee on behalf of the Certificateholders. Upon the discovery by the Company, the Master Servicer or the Trustee 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 Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall promptly notify the Seller has of such breach and request that the Seller shall, within 90 days from the date that the Seller was notified or otherwise obtained knowledge of such breach, 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; provided that if such breach would cause the 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. However, in the case of a breach under the Mortgage Loan Purchase Agreement, subject to the approval of the Company the Seller shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date, except that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such substitution must occur within 90 days from the date the breach was discovered if such 90 day period expires before two years following the Closing Date. In the event that the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall enforce the obligation of the Seller under the Mortgage Loan Purchase Agreement to deliver to the Trustee and the Master Servicer, as appropriate, with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made each in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution, to the extent received by the Master Servicer or any Sub-Servicer, shall not be part of the Trust Fund and will 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, distributions to Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Company shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Company shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, the Seller shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the Mortgage Loan Purchase Agreement as of the date of substitution, and the Company shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties set forth in Exhibit A I hereof (other than representations (xiv), (xvi), (xxix) and (xxxiii) through (xli)). In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to Certificateholders in the month of substitution). The Trustee shall enforce the obligation of the Seller under the Mortgage Loan Purchase Agreement to provide the Master Servicer on the day of substitution for immediate deposit into the Custodial Account the amount of such shortfall, without any reimbursement therefor. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall give notice in writing to the Receivables Purchase Agreement Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the Receivables calculation of such shortfall and has consented by an Opinion of Counsel to the assignment effect that such substitution will not cause (a) any federal tax to be imposed on REMIC I or REMIC II, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding. The costs of any substitution as described above, including any related assignments, opinions or other documentation in connection therewith shall be borne by the Depositor Seller. Except as expressly set forth herein neither the Trustee nor the Master Servicer is under any obligation to the Issuer discover any breach of the Depositor’s rights with respect thereto. Such above mentioned representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementwarranties. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach, purchase or to substitute for such Mortgage Loan as to which it such a breach has occurred and is in continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorCertificateholders.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables and as of the Subsequent Transfer Date in the case of the Subsequent Receivables, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the IssuerIssuer or the Custodian. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to under Section [ ] of the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer Trust of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture TrusteeTrust. Pursuant to Section 2.01 2.02 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the IssuerTrust, as part of the assets of the IssuerTrust, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesSection [ ] therein, upon which representations and warranties the Issuer Trustee relies in accepting the Receivables and delivering the SecuritiesCertificates, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables Receivable Files to the IssuerTrustee or any custodian. (b) The Seller hereby agrees that the Issuer Trustee shall have the right right, on behalf of the Trust and the Certificateholders, to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer Trust herein, including the right to cause the Seller Sellers to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementSection [ ] therein, directly against the Seller Sellers as though the Issuer Trustee, as trustee of the Trust, were a party to the Receivables Purchase Agreement, and the Issuer Trustee shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Purchase Agreement insofar as the Purchase Agreement relates to the representations and warranties made by the Seller has made each in respect of the Mortgage Loans and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Purchase Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders 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). The Servicer shall promptly notify the Seller of such breach and request that the Seller either (i) cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Exhibit A to Section 2.02; provided that in the Receivables case of a breach under the Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has soldSeller shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, assignedany such cure, transferred and conveyed repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that GMACM elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall cause the Seller to deliver to the IssuerCustodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 2.01, and the Trustee shall cause the Seller to deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the assets 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, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the IssuerCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of -49- Pooling and Servicing Agreement the Qualified Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule, its rights under and, if the Receivables Purchase AgreementDeleted Mortgage Loan was a Discount Mortgage Loan, including the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, and the Seller shall be deemed to have made the representations and warranties of the Seller therein as set forth in Exhibit A with respect to the Receivables Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of the date of substitution. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the ReceivablesCertificateholders in the month of substitution). The Servicer shall deposit the amount of such shortfall received from the Seller into the Custodial Account on the day of substitution. The Servicer shall give notice in writing to the Trustee of such event, upon which representations notice shall be accompanied by (x) an Officer’s Certificate as to the calculation of such shortfall and warranties (y) either (i) (subject to Section 10.01(f)) by an Opinion of Counsel to the Issuer relies in accepting effect that such substitution will not cause (a) any federal tax to be imposed on the Receivables and delivering the SecuritiesTrust Fund, together with all rights including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Depositor with respect Code or on “contributions after the startup date” under Section 860G(d)(1) of the Code or (b) any portion of either of the REMICs to fail to qualify as such at any breach thereoftime that any Certificate is outstanding or (ii) an agreement by the Servicer, including made in its sole discretion, to indemnify the right to require Trust Fund against any such tax that may arise from the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementsubstitution. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach or purchase (or to substitute for) such Mortgage Loan as to which it is in a breach of any of its representations and warranties set forth in Exhibit A has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Receivables Purchase Agreement, directly against Certificateholders or the Seller as though Trustee on behalf of Certificateholders. In connection with the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise purchase of or substitution for any such rights indirectly through Mortgage Loan by the DepositorSeller, the Trustee shall assign to such Person all of the right, title and interest in respect of the Purchase Agreement applicable to such Mortgage Loan.

Representations and Warranties of the Seller. as to the Receivables. (a) The Seller has made made, under the Receivables Purchase Agreement, each of the representations and warranties as to the Receivables set forth in Exhibit A. The Trust shall be deemed to have relied on such representations and warranties in accepting the Receivables. The representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement, except to the extent otherwise provided, but shall survive the sale, transfer transfer, assignment and assignment conveyance of the Receivables to the Issuer Trust pursuant to this Agreement and the pledge of such the Receivables to the Indenture TrusteeTrustee pursuant to the Indenture. Pursuant to Section 2.01 of this Agreement2.1(a), the Depositor has sold, assignedtransferred, transferred assigned and otherwise conveyed to the IssuerTrust, as part of the assets of the IssuerTrust Property, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the its right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that Agreement upon a breach of the representations and warranties referred to set forth in this Section shall survive the sale and delivery of the Receivables to the Issuer.Exhibit A. (b) The Seller hereby agrees that the Issuer Trust shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer hereinTrust under this Agreement, including the right to cause require the Seller to repurchase any Receivable Receivables in accordance with respect to which it is in the Receivables Purchase Agreement upon a breach of any of its the representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer Trust were a party to the Receivables Purchase Agreement, Agreement and that the Issuer Trust shall not be obligated to exercise enforce any such rights right indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2024-A Sale and Servicing Agreement)

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2020-C Sale and Servicing Agreement)

Representations and Warranties of the Seller. (a) The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Purchase Agreement insofar as the Purchase Agreement relates to the representations and warranties made by the Seller has made each in respect of the Mortgage Loans and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Purchase Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders 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). The Servicer shall promptly notify the Seller of such breach and request that the Seller either (i) cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Exhibit A to Section 2.02; provided that in the Receivables case of a breach under the Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has soldSeller, assignedshall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, transferred and conveyed any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Seller shall deliver to the IssuerCustodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 2.01, and the Seller shall deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the assets 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, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the IssuerCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, its rights under the Receivables Purchase AgreementQualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, including and the Seller shall be deemed to have made the representations and warranties of the Seller therein as set forth in Exhibit A with respect to the Receivables Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of the date of substitution. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Receivables, upon which representations and warranties Certificateholders in the Issuer relies in accepting month of substitution). The Servicer shall deposit the Receivables and delivering amount of such shortfall received from the Securities, together with all rights Seller into the Custodial Account on the day of substitution. Prior to the delivery of the Depositor with respect Qualified Substitute Mortgage Loan, the Servicer shall give notice in writing to the Trustee of any breach thereofsuch shortfall, which notice shall be accompanied by an Officer's Certificate stating that such Mortgage Loan is a Qualified Substitute Mortgage Loan and as to the calculation of any such shortfall and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the right Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of either of the REMICs to require the Seller fail to repurchase Receivables in accordance with the Receivables Purchase Agreementqualify as such at any time that any Certificate is outstanding. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach or purchase (or to substitute for) such Mortgage Loan as to which it is in a breach of any of its representations and warranties set forth in Exhibit A has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Receivables Purchase AgreementCertificateholders or the Trustee on behalf of Certificateholders. In connection with the purchase of or substitution for any such Mortgage Loan by the Seller, directly against the Trustee shall assign, pursuant to an assignment delivered to the Trustee by the Seller, to the Seller as though or its designee all of the Issuer were a party right, title and interest in respect of the Purchase Agreement applicable to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorMortgage Loan.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to C hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesC, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the IssuerIssuer or the Custodian. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementC, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2017-B Sale and Servicing Agreement)

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2018-B Sale and Servicing Agreement)

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer.. 3 (2021-C Sale and Servicing Agreement) (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2021-A Sale and Servicing Agreement)

Representations and Warranties of the Seller. The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its rights (abut none of its obligations) in, to and under the Mortgage Loan Purchase Agreement and the Subsequent Mortgage Loan Purchase Agreement. Insofar as the Mortgage Loan Purchase Agreement (and the Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) relates to such representations and warranties and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Trustee on behalf of the Certificateholders. Upon the discovery by the Company, the Master Servicer or the Trustee of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan (and the Subsequent Mortgage Loan Purchase Agreement, with respect to any Subsequent Mortgage Loan) which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall promptly notify the Seller has of such breach and request that the Seller shall, within 90 days from the date that the Seller was notified or otherwise obtained knowledge of such breach, 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; provided that if such breach would cause the 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. However, in the case of a breach under the Mortgage Loan Purchase Agreement, subject to the approval of the Company the Seller shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date, except that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such substitution must occur within 90 days from the date the breach was discovered if such 90 day period expires before two years following the Closing Date. In the event that the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall enforce the obligation of the Seller under the Mortgage Loan Purchase Agreement to deliver to the Trustee and the Master Servicer, as appropriate, with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made each in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution, to the extent received by the Master Servicer or any Sub-Servicer, shall not be part of the Trust Fund and will 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, distributions to Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Company shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Company shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, the Seller shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the Mortgage Loan Purchase Agreement as of the date of substitution, and the Company shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties set forth in Exhibit A I hereof (other than representations (xiv), (xvi), (xxix) and (xxxiii) through (xli)). In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (the "Substitution Adjustment"), 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to Certificateholders in the month of substitution). The Trustee shall enforce the obligation of the Seller under the Mortgage Loan Purchase Agreement to provide the Master Servicer on the day of substitution for immediate deposit into the Custodial Account the amount of such shortfall, without any reimbursement therefor. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall give notice in writing to the Receivables Purchase Agreement Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the Receivables calculation of such shortfall and has consented by an Opinion of Counsel to the assignment effect that such substitution will not cause (a) any federal tax to be imposed on REMIC 1, REMIC 2 or REMIC 3, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is outstanding. The costs of any substitution as described above, including any related assignments, opinions or other documentation in connection therewith shall be borne by the Depositor Seller. Except as expressly set forth herein neither the Trustee nor the Master Servicer is under any obligation to the Issuer discover any breach of the Depositor’s rights with respect thereto. Such above-mentioned representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementwarranties. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach, purchase or to substitute for such Mortgage Loan as to which it such a breach has occurred and is in continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorCertificateholders.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2020-B Sale and Servicing Agreement)

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to under Section 3.02(b) of the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer Trust of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture TrusteeTrust. Pursuant to Section 2.01 2.02 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the IssuerTrust, as part of the assets of the IssuerTrust, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesSection 3.02(b) therein, upon which representations and warranties the Issuer Trustee relies in accepting the Receivables and delivering the SecuritiesCertificates, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables Receivable Files to the IssuerTrustee or any custodian. (b) The the Seller hereby agrees that the Issuer Trustee shall have the right right, on behalf of the Trust and the Certificateholders, to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer Trust herein, including the right to cause the Seller Sellers to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementSection 3.02(b) therein, directly against the Seller Sellers as though the Issuer Trustee, as trustee of the Trust, were a party to the Receivables Purchase Agreement, and the Issuer Trustee shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) 1. The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein contained in Article III of the Sale and Servicing Agreement with respect to the Subsequent Contracts are incorporated herein, and are made to the Purchaser on the Subsequent Transfer Date, as if set forth in Exhibit A herein and as if made to the Receivables Purchase Agreement as to Purchaser on the Receivables, upon which date hereof. The Seller will make such representations and warranties in the Issuer relies Sale and Servicing Agreement directly to the Trust and will become obligated in accepting the Receivables respect of such representations and delivering the Securities, together with all rights warranties pursuant to Article III of the Depositor Sale and Servicing Agreement. On the Subsequent Transfer Date, the Seller shall deliver to the Purchaser an Officers' Certificate, dated the Subsequent Transfer Date, to the effect that the representations and warranties made in the Sale and Servicing Agreement with respect to any breach thereof, including the right to require Subsequent Contracts by the Seller to repurchase Receivables in accordance with are true and correct as of the Receivables Purchase AgreementSubsequent Transfer Date. 2. It is understood and agreed that the representations and warranties referred incorporated by reference in this Agreement by Section 3.1(1) hereof shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Subsequent Contracts by the Seller to the Purchaser and by the Purchaser to the Trust, and shall inure to the benefit of the Purchaser, the Trust and their successors and permitted assignees. 3. The Seller shall indemnify the Purchaser and the Servicer and hold the Purchaser and the Servicer harmless against any loss, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained or incorporated by reference in this Agreement. It is understood and agreed that the obligation of the Seller set forth in this Section shall survive 3.1 to indemnify the sale Purchaser and delivery the Servicer as provided in this Section 3.1 constitutes the sole remedy of the Receivables Purchaser and the Servicer respecting a breach of the foregoing representations and warranties. The Trust shall also have the remedies provided in the Sale and Servicing Agreement. 4. Each indemnified party shall give prompt notice to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce of any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable action commenced against it with respect to which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it is from any liability which it may have otherwise than on account of this indemnity agreement, unless the failure to notify materially prejudices the rights and condition of the Seller. The Seller shall be entitled to participate in any such action, and to assume the defense thereof, and after notice from the Seller to an indemnified party of its election to assume the defense thereof, the Seller will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. 5. Any cause of action against the Seller or relating to or arising out of the breach of any of its representations and warranties set forth made or incorporated by reference in Exhibit A this Section 3.1 shall accrue as to any Subsequent Contract upon discovery of such breach by the Purchaser or the Servicer or notice thereof by the Seller to the Receivables Purchase AgreementPurchaser and the Servicer, directly against failure by the Seller as though to cure such breach and demand upon the Issuer were a party to Seller by the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any Purchaser for all amounts payable in respect of such rights indirectly through the DepositorSubsequent Contract.

Representations and Warranties of the Seller. (a) The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Purchase Agreement insofar as the Purchase Agreement relates to the representations and warranties made by the Seller has made each in respect of the Mortgage Loans and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Purchase Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders 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). The Servicer shall promptly notify the Seller of such breach and request that the Seller either (i) cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Exhibit A to Section 2.02; provided that in the Receivables case of a breach under the Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has soldSeller shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, assignedany such cure, transferred and conveyed repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that GMACM elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall cause the Seller to deliver to the IssuerCustodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 2.01, and the Trustee shall cause the Seller Person to deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the assets 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, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the IssuerCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule, its rights under and, if the Receivables Purchase AgreementDeleted Mortgage Loan was a Discount Mortgage Loan, including the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, and the Seller shall be deemed to have made the representations and warranties of the Seller therein as set forth in Exhibit A with respect to the Receivables Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of the date of substitution. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the ReceivablesCertificateholders in the month of substitution). The Servicer shall deposit the amount of such shortfall received from the Seller into the Custodial Account on the day of substitution. The Servicer shall give notice in writing to the Trustee of such event, upon which representations notice shall be accompanied by an Officer's Certificate as to the calculation of such shortfall and warranties (subject to Section 10.01(f)) by an Opinion of Counsel to the Issuer relies in accepting effect that such substitution will not cause (a) any federal tax to be imposed on the Receivables and delivering the SecuritiesTrust Fund, together with all rights including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Depositor with respect Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of either of the REMICs to fail to qualify as such at any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementtime that any Certificate is outstanding. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach or purchase (or to substitute for) such Mortgage Loan as to which it is in a breach of any of its representations and warranties set forth in Exhibit A has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Receivables Purchase Agreement, directly against Certificateholders or the Seller as though Trustee on behalf of Certificateholders. In connection with the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise purchase of or substitution for any such rights indirectly through Mortgage Loan by the DepositorSeller, the Trustee shall assign to such Person all of the right, title and interest in respect of the Purchase Agreement applicable to such Mortgage Loan.

Representations and Warranties of the Seller. (a) The Company hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Purchase Agreement insofar as the Purchase Agreement relates to the representations and warranties made by the Seller has made each in respect of the Mortgage Loans and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Purchase Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders 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). The Servicer shall promptly notify the Seller of such breach and request that the Seller either (i) cure such breach in all material respects within 90 days from the date the Seller was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Exhibit A to Section 2.02; provided that in the Receivables case of a breach under the Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has soldSeller shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, assignedany such cure, transferred and conveyed repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that GMACM elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall cause the Seller to deliver to the IssuerCustodian with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as required by Section 2.01, and the Trustee shall cause the Seller to deliver to the Servicer with respect to such Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required to be held by the Servicer pursuant to Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the assets 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, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the IssuerCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule, its rights under and, if the Receivables Purchase AgreementDeleted Mortgage Loan was a Discount Mortgage Loan, including the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, and the Seller shall be deemed to have made the representations and warranties of the Seller therein as set forth in Exhibit A with respect to the Receivables Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of the date of substitution. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the ReceivablesCertificateholders in the month of substitution). The Servicer shall deposit the amount of such shortfall received from the Seller into the Custodial Account on the day of substitution. The Servicer shall give notice in writing to the Trustee of such event, upon which representations notice shall be accompanied by (x) an Officer's Certificate as to the calculation of such shortfall and warranties (y) either (i) (subject to Section 10.01(f)) by an Opinion of Counsel to the Issuer relies in accepting effect that such substitution will not cause (a) any federal tax to be imposed on the Receivables and delivering the SecuritiesTrust Fund, together with all rights including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Depositor with respect Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of either of the REMICs to fail to qualify as such at any breach thereoftime that any Certificate is outstanding or (ii) an agreement by the Servicer, including made in its sole discretion, to indemnify the right to require Trust Fund against any such tax that may arise from the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreementsubstitution. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery obligation of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect cure such breach or purchase (or to substitute for) such Mortgage Loan as to which it is in a breach of any of its representations and warranties set forth in Exhibit A has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Receivables Purchase Agreement, directly against Certificateholders or the Seller as though Trustee on behalf of Certificateholders. In connection with the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise purchase of or substitution for any such rights indirectly through Mortgage Loan by the DepositorSeller, the Trustee shall assign to such Person all of the right, title and interest in respect of the Purchase Agreement applicable to such Mortgage Loan.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2020-A Sale and Servicing Agreement)

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2022-B Sale and Servicing Agreement)

Representations and Warranties of the Seller. (ai) The Seller has made hereby makes the Corporate Representations and Warranties set out in Schedule 1 (Representations and Warranties) in respect of itself and hereby makes the Loan Representations and Warranties set out in Schedule 1 (Representations and Warranties) in respect of each Loan and its Related Security in the Initial Portfolio on the First Transfer Date in favour of the representations Guarantor, the Custodian and warranties the Bond Trustee; (ii) The Seller hereby makes the Corporate Representations and Warranties set forth out in Exhibit A Schedule 1 (Representations and Warranties) in respect of itself and hereby makes the Loan Representations and Warranties set out in Schedule 1 (Representations and Warranties) (as amended from time to the Receivables Purchase Agreement as to the Receivables time in accordance with Section 8.10 (Amendments, Modification and has consented to the assignment Waiver of Loan Representations and Warranties)) in respect of each Additional Loan and its Related Security sold by the Depositor Seller pursuant to the Issuer Article 4 (Sale and Repurchase of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 Additional Loans) of this Agreement, on the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part relevant Transfer Date in favour of the assets of Guarantor, the Issuer, its rights under Custodian and the Receivables Purchase Agreement, including Bond Trustee; and (iii) The Seller hereby makes the representations Loan Representations and warranties of the Seller therein Warranties set out in Schedule 1 (Representations and Warranties) (as set forth in Exhibit A amended from time to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables time in accordance with Section 8.10 (Amendments, Modification and Waiver of Loan Representations and Warranties)) in respect of each Calculation Date following the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to making of any Product Switch in this Section shall survive the sale and delivery respect of the Receivables Loan included in the Portfolio to which the IssuerProduct Switch relates and its Related Security. (b) Each statement in the Representations and Warranties will be construed as a separate statement and (save as expressly provided to the contrary) will not be limited or restricted by reference to or inference from the terms of any other such statement. (c) The Seller hereby agrees acknowledges: (i) that the Issuer shall have Representations and Warranties are made with a view to inducing the right Guarantor, the Bond Trustee and the Custodian (as the case may be) either to enforce any enter into this Agreement and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect other Transaction Documents to which it is a party or to agree to purchase the Loans and their Related Security included in breach the Initial Portfolio and the Additional Loans and their Related Security in any New Portfolio, respectively; (ii) that each of the Guarantor, the Bond Trustee and the Custodian has entered into this Agreement and the other Transaction Documents to which it is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Guarantor, the Custodian and/or the Bond Trustee or otherwise disclosed to any of them; and (iii) that prior to entering into this Agreement and the other Transaction Documents to which each is a party none of the Guarantor, the Custodian or the Bond Trustee has made any enquiries of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositormatter.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2019-A Sale and Servicing Agreement)

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2024-B Sale and Servicing Agreement)

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2016-B Sale and Servicing Agreement)

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer.. 18 (2013-A Sale and Servicing Agreement) (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. The Seller represents and warrants to, and agrees with, each Underwriter that: (a) The Seller has made filed with the Securities and Exchange Commission (the "Commission") a registration statement (Registration No. 333-127963) on Form S 3, including a related preliminary base prospectus and a preliminary prospectus supplement, for the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale of asset backed notes and certificates, including the Offered Securities. The Seller may have filed one or more amendments thereto, each of the representations and warranties set forth in Exhibit A which amendments has previously been furnished to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect theretoyou. Such representations registration statement has become effective. The Seller has filed the Preliminary Prospectus (as hereinafter defined) with the Commission. Promptly after execution and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 delivery of this Agreement, the Depositor has sold, assigned, transferred Seller will prepare and conveyed file with the Commission a final base prospectus and a final prospectus supplement relating to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables Offered Securities in accordance with the Receivables Purchase Agreementprovisions of Rule 430B and Rule 424(b). It Any information included in such base prospectus and prospectus supplement that was omitted from such registration statement at the time it became effective but that is understood deemed to be part of and agreed that the representations and warranties included in such registration statement pursuant to Rule 430B is referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce as "Rule 430B Information". Such registration statement, at any and all rights under the Receivables Purchase Agreement assigned to the Issuer hereingiven time, including the right amendments thereto to cause such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference pursuant to the Act at such time and documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the "Rules and Regulations") of the Commission under the Act, is herein called the "Registration Statement"; provided that references to the Effective Date (as hereinafter defined) or other matters relating to the Registration Statement shall be deemed to be references to the Effective Date or such other matters relating to the registration statement included in the Registration Statement. The Registration Statement at the time it originally became effective is herein called the "Original Registration Statement." "Base Prospectus" means the base prospectus included in the Registration Statement, as amended at the time of the filing of the Prospectus. "Preliminary Prospectus" means the base prospectus and the preliminary prospectus supplement used in connection with the offering of the Notes that omitted some of the Rule 430B Information. "Prospectus" means the prospectus supplement to the Base Prospectus that is first filed after the Execution Time pursuant to Rule 424(b), together with the Base Prospectus, as amended at the time of such filing, including the documents incorporated by reference therein pursuant to the Act at the time of execution of this Agreement. "Prospectus Supplement" means the prospectus supplement to the Base Prospectus included in the Prospectus. The Seller has included in the Registration Statement, as amended at the Effective Date, all information required by the Act and the rules thereunder to repurchase any Receivable be included in the Prospectus with respect to which it is the Notes and the offering thereof. As filed, the Preliminary Prospectus includes all information with respect to the Offered Securities and the offering thereof required by the Act and the rules thereunder. As filed, the Prospectus shall include all information with respect to the Offered Securities and the offering thereof required by the Act and the rules thereunder and, except to the extent that the Representative on behalf of the Underwriters shall agree in breach of any of its representations writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and warranties other changes (beyond that contained in the Preliminary Prospectus) as the Seller has advised you, prior to the Execution Time, will be included or made therein. If the Registration Statement contains the undertaking specified by Regulation S K Item 512(a), the Registration Statement, at the Execution Time, meets the requirements set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorRule 415(a)(1)(x).

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein contained in the Pooling and Servicing Agreement are incorporated herein, and are made to the Purchaser on the date hereof, as if set forth in Exhibit A herein and as if made to the Receivables Purchase Agreement as to Purchaser on the Receivables, upon which date hereof. The Seller will make such representations and warranties in the Issuer relies Pooling and Servicing Agreement directly to the Trust and will be obligated in accepting respect of such representations and warranties pursuant to the Receivables Pooling and delivering Servicing Agreement. On the SecuritiesClosing Date, together with all rights the Seller shall deliver to the Purchaser an Officer's Certificate, dated the Closing Date, to the effect that the representations and warranties made in the Pooling and Servicing Agreement by the Seller are true and correct as of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. Closing Date. (b) It is understood and agreed that the representations and warranties referred incorporated by reference in this Agreement by Section 3.01(a) hereof shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Mortgage Loans by the Seller to the Purchaser and by the Purchaser to the trust, and shall inure to the benefit of the Purchaser, the Trust and their successors and permitted assignees. (c) The Seller shall indemnify the Purchaser and the Master Servicer and hold the Purchaser and Master Servicer harmless against any loss, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained or incorporated by reference in this Agreement. It is understood and agreed that the obligation of the Seller set forth in this Section shall survive 3.01 to indemnify the sale Purchaser and delivery the Master Servicer as provided in this Section 3.01 constitutes the sole remedy of the Receivables to Purchaser and the IssuerMaster Servicer respecting a breach of the foregoing representations and warranties. The Trust shall also have the remedies provided in the Pooling and Servicing Agreement. (bd) The Seller hereby agrees that the Issuer Each indemnified party shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned give prompt notice to the Issuer herein, including the right to cause the Seller to repurchase of any Receivable action commenced against it with respect to which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it is from any liability which it may have otherwise than on account of this indemnity agreement, unless the failure to notify materially prejudices the rights and condition of the Seller. The Seller shall be entitled to participate in any such action, and to assume the defense thereof, and after notice form the Seller to an indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. (e) Any cause of action against the Seller or relating to or arising out of the breach of any of its representations and warranties set forth made or incorporated by reference in Exhibit A this Section 3.01 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or the Master Servicer or notice thereof by the Seller to the Receivables Purchase AgreementPurchaser and the Master Servicer, directly against (ii) failure by the Seller as though to cure such breach and (iii) demand upon the Issuer were a party to Seller by the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any Purchaser for all amounts payable in respect of such rights indirectly through the DepositorMortgage Loan.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 20 (2015-C Sale and Servicing Agreement)

Representations and Warranties of the Seller. (a) The Seller represents and warrants to the Purchaser that, as of the Subsequent Transfer Date, it has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer Section 1.04 of the Depositor’s rights with respect theretoSale Agreement for the benefit of the Purchaser. Such representations and warranties speak as of the respective dates set forth thereinare incorporated by reference in this Section 2.01, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of Purchaser may rely thereon as if such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties were fully set forth herein; provided, however, the reference to Cut-off Date in Section 1.04(b)(xxiii) of the Seller therein as set forth in Exhibit A Sale Agreement shall be deemed to refer to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase AgreementSubsequent Cut-off Date when incorporated into this Section 2.01. It is understood and agreed that the representations and warranties referred to incorporated by reference in this Section 2.01 shall survive the sale of the Subsequent Mortgage Loans to the Purchaser and the sale and delivery of the Receivables Subsequent Mortgage Loans to the Issuer. (b) Trust Fund, and shall continue so long as any Class A, Class M or Class B Certificate shall remain outstanding or until the Pooling and Servicing Agreement shall have been terminated as therein provided, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of any Mortgage File. The Seller hereby agrees that acknowledges that, pursuant to the Issuer shall have Pooling and Servicing Agreement, the Purchaser will assign all of its right, title and interest in and to the Subsequent Mortgage Loans and its right to enforce any exercise the remedies created by Sections 1.04 and all rights under the Receivables Purchase Agreement assigned 2.02 hereof to the Issuer herein, including Trustee for the right to cause the Seller to repurchase any Receivable with respect to which it is in breach benefit of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.the

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to D hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer Trust of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture TrusteeTrust. Pursuant to Section 2.01 2.02 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the IssuerTrust, as part of the assets of the IssuerTrust, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesD, upon which representations and warranties the Issuer Trustee relies in accepting the Receivables and delivering the SecuritiesCertificates, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables Receivable Files to the IssuerTrustee or any custodian. (b) The the Seller hereby agrees that the Issuer Trustee shall have the right right, on behalf of the Trust and the Certificateholders, to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer Trust herein, including the right to cause the Seller Sellers to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementD, directly against the Seller Sellers as though the Issuer Trustee, as trustee of the Trust, were a party to the Receivables Purchase Agreement, and the Issuer Trustee shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein contained in the Pooling and Servicing Agreement are incorporated herein, and are made to the Purchaser on the date hereof, as if set forth in Exhibit A herein and as if made to the Receivables Purchase Agreement as to Purchaser on the Receivables, upon which date hereof. The Seller will make such representations and warranties in the Issuer relies Pooling and Servicing Agreement directly to the Trust and will be obligated in accepting respect of such representations and warranties pursuant to the Receivables Pooling and delivering Servicing Agreement. On the SecuritiesClosing Date, together with all rights the Seller shall deliver to the Purchaser an Officer's Certificate, dated the Closing Date, to the effect that the representations and warranties made in the Pooling and Servicing Agreement by the Seller are true and correct as of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. Closing Date. (b) It is understood and agreed that the representations and warranties referred incorporated by reference in this Agreement by Section 3.01(a) hereof shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Mortgage Loans by the Seller to the Purchaser and by the Purchaser to the trust, and shall inure to the benefit of the Purchaser, the Trust and their successors and permitted assignees. (c) The Seller shall indemnify the Purchaser and the Master Servicer and hold the Purchaser and Master Servicer harmless against any loss, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting form any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained or incorporated by reference in this Agreement. It is understood and agreed that the obligation of the Seller set forth in this Section shall survive 3.01 to indemnify the sale Purchaser and delivery the Master Servicer as provided in this Section 3.01 constitutes the sole remedy of the Receivables to Purchaser and the IssuerMaster Servicer respecting a breach of the foregoing representations and warranties. The Trust shall also have the remedies provided in the Pooling and Servicing Agreement. (bd) The Seller hereby agrees that the Issuer Each indemnified party shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned give prompt notice to the Issuer herein, including the right to cause the Seller to repurchase of any Receivable action commenced against it with respect to which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it is from any liability which it may have otherwise than on account of this indemnity agreement, unless the failure to notify materially prejudices the rights and condition of the Seller. The Seller shall be entitled to participate in any such action, and to assume the defense thereof, and after notice form the Seller to an indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. (e) Any cause of action against the Seller or relating to or arising out of the breach of any of its representations and warranties set forth made or incorporated by reference in Exhibit A this Section 3.01 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or the Master Servicer or notice thereof by the Seller to the Receivables Purchase AgreementPurchaser and the Master Servicer, directly against (ii) failure by the Seller as though to cure such breach and (iii) demand upon the Issuer were a party to Seller by the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any Purchaser for all amounts payable in respect of such rights indirectly through the DepositorMortgage Loan.

Representations and Warranties of the Seller. Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) The With respect to the MSMCH Mortgage Loans the Seller has made each of hereby makes the representations and warranties set forth contained in Exhibit A to Section 3.01 of the Receivables MSMCH Purchase Agreement as to and for the Receivables and has consented to the assignment by the Depositor to the Issuer benefit of the Depositor’s rights with , the Trustee and the Trust Fund. With respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and FNBN Mortgage Loans the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including Seller hereby makes the representations and warranties contained in Section 9.02 of the Seller therein as set forth FNBN Purchase Agreement (other than the representation contained in Exhibit A Section 9.02(b) of the FNBN Purchase Agreement) to and for the benefit of the Depositor, the Trustee and the Trust Fund. With respect to the Receivables Purchase Agreement FNBN Mortgage Loans the Seller hereby represents and warrants to and for the benefit of the Depositor, the Trustee and the Trust Fund that all payments due on or prior to the Cut-off Date for each FNBN Mortgage Loan have been made as of the Closing Date, such FNBN Mortgage Loan is not delinquent thirty (30) days or more in payment and has not been dishonored; there are no material defaults under the terms of such FNBN Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by any FNBN Mortgage Loan; as to each FNBN Mortgage Loan, there has been no more than one thirty (30) day delinquency during the Receivables, upon which immediately preceding thirty-day period. The Seller agrees to comply with the provisions of this Section 2.05 in respect of a breach of any of such representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with warranties. With respect to any breach thereof, including the right to require American Home Mortgage Loans the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that hereby makes the representations and warranties referred contained in Exhibit D hereof to in and for the benefit of the Depositor, the Trustee and the Trust Fund as of the Closing Date. The Seller agrees to comply with the provisions of this Section shall survive the sale and delivery 2.05 in respect of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in a breach of any of its such representations and warranties warranties. The Seller hereby represents and warrants to the Trustee with respect to the Mortgage Loans as of the date hereof or such other date set forth herein that as of the Closing Date: (i) Each Mortgage Loan at origination complied in Exhibit A all material respects with applicable predatory and abusive lending laws and consummation of the transactions contemplated by this Agreement will not involve the violation of any such laws. (ii) All of the Mortgage Loans were originated in compliance with all applicable laws, including, but not limited to, all applicable anti-predatory and abusive lending laws. (iii) None of the Mortgage Loans is covered by the Home Ownership and Equity Protection Act of 1994 (“HOEPA”). (iv) None of the Mortgage Loans is a “high cost” loan as defined by applicable predatory and abusive lending laws. (v) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and with respect to the Receivables Purchase Agreementforegoing, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, terms “High Cost Loan” and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.“Covered Loan” have

Representations and Warranties of the Seller. (a) The Seller represents and warrants to the Purchaser that, as of the Subsequent Transfer Date, it has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer Section 1.04 of the Depositor’s rights with respect theretoSale Agreement for the benefit of the Purchaser. Such representations and warranties speak as of the respective dates set forth thereinare incorporated by reference in this Section 2.01, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of Purchaser may rely thereon as if such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties were fully set forth herein; provided, however, the reference to Cut-off Date in Section 1.04(b)(xxiii) of the Seller therein as set forth in Exhibit A Sale Agreement shall be deemed to refer to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase AgreementSubsequent Cut-off Date when incorporated into this Section 2.01. It is understood and agreed that the representations and warranties referred to incorporated by reference in this Section 2.01 shall survive the sale of the Subsequent Mortgage Loans to the Purchaser and the sale and delivery of the Receivables Subsequent Mortgage Loans to the Issuer. (b) Trust Fund, and shall continue so long as any Class A, Class M or Class B Certificate shall remain outstanding or until the Pooling and Servicing Agreement shall have been terminated as therein provided, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination of any Mortgage File. The Seller hereby agrees that acknowledges that, pursuant to the Issuer shall have Pooling and Servicing Agreement, the Purchaser will assign all of its right, title and interest in and to the Subsequent Mortgage Loans and its right to enforce any exercise the remedies created by Sections 1.04 and all rights under the Receivables Purchase Agreement assigned 2.02 hereof to the Issuer hereinTrustee for the benefit of the Certificateholders. The Seller agrees that, including upon such assignment to the right to cause Trustee, the Trustee, or the Securities Administrator as its designee, may enforce directly, without joinder of the Purchaser, the repurchase obligations of the Seller to repurchase any Receivable set forth in Sections 1.04 and 2.02 hereof with respect to which it is in breach breaches of any of its the representations and warranties set forth in Exhibit A to Section 2.03 of the Receivables Purchase Pooling and Servicing Agreement, directly against or with respect to documentary defects or omissions set forth in Section 2.02 of the Seller as though the Issuer were a party to the Receivables Purchase Pooling and Servicing Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive 18 (2005-A Sale and Servicing Agreement) the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the Subsequent Transfer Date in the case of the Subsequent Receivables, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, and upon which the Note Insurer relies in issuing the Policy, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the IssuerIssuer or the Custodian. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.. 3 (2022-C Sale and Servicing Agreement)

Representations and Warranties of the Seller. Relating to the Trust Swap Agreement. The Seller hereby represents and warrants to the Purchaser, that as of the Closing Date with respect to the Trust Swap Agreement: (a) The Seller has made each Immediately prior to the novation of the representations and warranties set forth in Exhibit A Trust Swap Agreement to the Receivables Purchase Purchaser, the Seller had good title to, and was the sole legal and beneficial owner of, the Trust Swap Agreement, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind created by the Seller, and has full right and authority, subject to no interest or participation of, or agreement with, any other party to sell, assign and novate the same. Upon the delivery, transfer or novation of the Trust Swap Agreement as to the Receivables Purchaser as contemplated herein, the Purchaser will receive the Trust Swap Agreement, free and has consented to the assignment clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind created by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer.Seller; (b) The Trust Swap Agreement constitutes “general intangibles” within the meaning of the applicable UCC; (c) The Seller hereby agrees that has received all consents and approvals required by the Issuer shall have terms of the right to enforce any and all rights under Trust Swap Agreement for the Receivables Purchase sale of such Trust Swap Agreement assigned hereunder to the Issuer hereinPurchaser; (d) The Seller has caused or will have caused, including within ten days after the right Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law as necessary to cause perfect the security interest in the Trust Swap Agreement granted to the Purchaser hereunder; and (e) The Seller to repurchase any Receivable with respect to which it has not authorized the filing of and is in breach not aware of any financing statements against Seller that include a description of its representations and warranties set forth in Exhibit A collateral covering either of the Trust Swap Agreement other than any financing statement (a) relating to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party security interest granted to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorPurchaser hereunder or (b) that has been terminated.

Representations and Warranties of the Seller. (a) The Purchaser specifically acknowledges and agrees to the following with respect to the representations and warranties of Seller: A. The Purchaser will not have any recourse to Seller has made each or to any of the directors, officers, employees, legal counsel, financial advisors, representatives, accountants, professionals, auditors and other agents of Seller in the event any of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement made herein or deemed made are untrue as to the Receivables and has consented to the assignment by the Depositor to the Issuer at any time of the Depositor’s rights with respect theretoexpression thereof. Such The only remedy for a breach of such representations and warranties speak shall be the Purchaser’s option, under certain circumstances, not to close in accordance with and subject to the limitations in Sections 7.1, 7.3 and 8.4 hereof and, without limiting the foregoing, the Purchaser shall have no remedy whatsoever for any such breach after the Closing. B. The Purchaser has conducted its own due diligence investigations of the Operations and the Assets. C. If information provided in any Section of the schedule delivered by Seller to the Purchaser by separate letter dated as of the respective dates set forth therein, but shall survive the sale, transfer date hereof and assignment of the Receivables made a part hereof (which schedule contains appropriate references to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including identify the representations and warranties of herein to which the information in such schedule relates) (the “Seller therein as set forth in Exhibit A Disclosure Schedule”) is applicable to the Receivables Purchase Agreement as any other Sections herein, then such information shall be deemed to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor have been provided with respect to any breach thereof, including all such Sections herein. Except as otherwise disclosed to the right to require Purchaser in the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood Disclosure Schedule, Seller represents and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables warrants to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller Purchaser as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.follows:

Representations and Warranties of the Seller. (a) A. The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein contained in Article III of the Sale and Servicing Agreement with respect to the Subsequent Contracts are incorporated herein, and are made to the Purchaser on the Subsequent Transfer Date, as if set forth in Exhibit A herein and as if made to the Receivables Purchase Agreement as to Purchaser on the Receivables, upon which date hereof. The Seller will make such representations and warranties in the Issuer relies Sale and Servicing Agreement directly to the Trust and will become obligated in accepting the Receivables respect of such representations and delivering the Securities, together with all rights warranties pursuant to Article III of the Depositor Sale and Servicing Agreement. On the Subsequent Transfer Date, the Seller shall deliver to the Purchaser an Officers' Certificate, dated the Subsequent Transfer Date, to the effect that the representations and warranties made in the Sale and Servicing Agreement with respect to any breach thereof, including the right to require Subsequent Contracts by the Seller to repurchase Receivables in accordance with are true and correct as of the Receivables Purchase Agreement. Subsequent Transfer Date. B. It is understood and agreed that the representations and warranties referred incorporated by reference in this Agreement by Section 3.1. A hereof shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Subsequent Contracts by the Seller to the Purchaser and by the Purchaser to the Trust, and shall inure to the benefit of the Purchaser, the Trust and their successors and permitted assignees. C. The Seller shall indemnify the Purchaser and the Servicer and hold the Purchaser and the Servicer harmless against any loss, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained or incorporated by reference in this Agreement. It is understood and agreed that the obligation of the Seller set forth in this Section shall survive 3.1 to indemnify the sale Purchaser and delivery the Servicer as provided in this Section 3.1. constitutes the sole remedy of the Receivables Purchaser and the Servicer respecting a breach of the foregoing representations and warranties. The Trust shall also have the remedies provided in the Sale and Servicing Agreement. D. Each indemnified party shall give prompt notice to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce of any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable action commenced against it with respect to which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it is from any liability which it may have otherwise than on account of this indemnity agreement, unless the failure to notify materially prejudices the rights and condition of the Seller. The Seller shall be entitled to participate in breach of any such action, and to assume the defense thereof, and after notice from the Seller to an indemnified party of its representations and warranties set forth election to assume the defense thereof, the Seller will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in Exhibit A connection with the defense thereof. discovery of such breach by the Purchaser or the Servicer or notice thereof by the Seller to the Receivables Purchase AgreementPurchaser and the Servicer, directly against b. failure by the Seller as though to cure such breach and c. demand upon the Issuer were a party to Seller by the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any Purchaser for all amounts payable in respect of such rights indirectly through the DepositorSubsequent Contract.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein (in its capacity as Servicer) contained in the Sale and Servicing Agreement are incorporated herein, and are made to the Purchaser on the date hereof, as if set forth in Exhibit A herein and as if made to the Receivables Purchase Agreement as to Purchaser on the Receivables, upon which date hereof. The Seller will make such representations and warranties in the Issuer relies Sale and Servicing Agreement directly to the Trust and will become obligated in accepting respect of such representations and warranties pursuant to the Receivables Sale and delivering Servicing Agreement. On the SecuritiesClosing Date, together with all rights the Seller shall deliver to the Purchaser an Officer's Certificate, dated the Closing Date, to the effect that the representations and warranties made in the Sale and Servicing Agreement by the Seller (in its capacity as Servicer) are true and correct as of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. Closing Date. (b) It is understood and agreed that the representations and warranties referred incorporated by reference in this Agreement by Section 3.01(a) hereof shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Contracts by the Seller to the Purchaser and by the Purchaser to the Trust, and shall inure to the benefit of the Purchaser, the Trust and their successors and permitted assignees. (c) The Seller shall indemnify the Purchaser and the Servicer and hold the Purchaser and the Servicer harmless against any loss, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained or incorporated by reference in this Agreement. It is understood and agreed that the obligation of the Seller set forth in this Section shall survive 3.01 to indemnify the sale Purchaser and delivery the Servicer as provided in this Section 3.01 constitutes the sole remedy of the Receivables to Purchaser and the IssuerServicer respecting a breach of the foregoing representations and warranties. The Trust shall also have the remedies provided in the Sale and Servicing Agreement. (bd) The Seller hereby agrees that the Issuer Each indemnified party shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned give prompt notice to the Issuer herein, including the right to cause the Seller to repurchase of any Receivable action commenced against it with respect to which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it is from any liability which it may have otherwise than on account of this indemnity agreement, unless the failure to notify materially prejudices the rights and condition of the Seller. The Seller shall be entitled to participate in any such action, and to assume the defense thereof, and after notice from the Seller to an indemnified party of its election to assume the defense thereof, the Seller will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. (e) Any cause of action against the Seller or relating to or arising out of the breach of any of its representations and warranties set forth made or incorporated by reference in Exhibit A this Section 3.01 shall accrue as to any Contract upon (i) discovery of such breach by the Purchaser or the Servicer or notice thereof by the Seller to the Receivables Purchase AgreementPurchaser and the Servicer, directly against (ii) failure by the Seller as though to cure such breach and (iii) demand upon the Issuer were a party to Seller by the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any Purchaser for all amounts payable in respect of such rights indirectly through the DepositorContract.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the IssuerIssuer (or the Custodian on its behalf) and the pledge of the Receivables to the Indenture Trustee. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to and Exhibit B under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth Closing Date, or if so specified therein, as of the Cutoff Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Transfer and Sale Agreement and the Receivables Purchase Agreement, including the representations and warranties of Fifth Third (Michigan) and the Seller Seller, as applicable, therein as set forth in Exhibit A to and Exhibit B of the Receivables Purchase Agreement as to the ReceivablesAgreement, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement and the right to require Fifth Third (Michigan) to repurchase the Receivables in accordance with the Transfer and Sale Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale transfer and delivery of the Receivables to the IssuerIssuer or the Custodian. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) The With respect to the MSMCI Mortgage Loans the Seller has made each of hereby makes the representations and warranties set forth contained in Exhibit A to Section 3.01 of the Receivables MSMCI Purchase Agreement as to and for the Receivables and has consented to the assignment by the Depositor to the Issuer benefit of the Depositor’s rights with , the Trustee and the Trust Fund. The Seller hereby represents and warrants that no Mortgage Loan contains a provision whereby the related mortgagor is permitted to convert the Mortgage Rate from an adjustable rate to a fixed rate. With respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and Lydian Mortgage Loans the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including Seller hereby makes the representations and warranties contained in Section 9.02 of the Seller therein as set forth Lydian Purchase Agreement (other than the representation contained in Exhibit A Section 9.02(b) of the Lydian Purchase Agreement) to and for the benefit of the Depositor, the Trustee and the Trust Fund. With respect to the Receivables Purchase Agreement Lydian Mortgage Loans the Seller hereby represents and warrants to and for the benefit of the Depositor, the Trustee and the Trust Fund that all payments due on or prior to the Cut-off Date for each Lydian Mortgage Loan have been made as of the Closing Date, such Lydian Mortgage Loan is not delinquent thirty (30) days or more in payment and has not been dishonored; there are no material defaults under the terms of such Lydian Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by any Lydian Mortgage Loan; as to each Lydian Mortgage Loan, there has been no more than one thirty (30) day delinquency during the Receivables, upon which immediately preceding thirty-day period. The Seller agrees to comply with the provisions of this Section 2.05 in respect of a breach of any of such representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with warranties. With respect to any breach thereof, including the right to require Wachovia Originated Mortgage Loans the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that hereby makes the representations and warranties referred contained in Section 3.02 of the Wachovia Purchase Agreement (other than the representation contained in Section 3.02(d) of the Wachovia Purchase Agreement) to and for the benefit of the Depositor, the Trustee and the Trust Fund. With respect to the Wachovia Originated Mortgage Loans the Seller hereby represents and warrants to and for the benefit of the Depositor, the Trustee and the Trust Fund that all payments due on or prior to the Cut-off Date for each Wachovia Originated Mortgage Loan have been made as of the Closing Date, such Wachovia Originated Mortgage Loan is not delinquent thirty (30) days or more in payment and has not been dishonored; there are no material defaults under the terms of such Wachovia Originated Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by any Wachovia Originated Mortgage Loan; as to each Wachovia Originated Mortgage Loan, there has been no more than one thirty (30) day delinquency during the immediately preceding thirty-day period. The Seller agrees to comply with the provisions of this Section shall survive the sale and delivery 2.05 in respect of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in a breach of any of its such representations and warranties. With respect to the Wachovia Serviced Mortgage Loans the Seller hereby makes the representations and warranties contained in Section 3.02 of the Wachovia Purchase and Servicing Agreement (other than the representation contained in Section 3.02(d) of the Wachovia Purchase and Servicing Agreement) to and for the benefit of the Depositor, the Trustee and the Trust Fund. With respect to the Wachovia Serviced Mortgage Loans the Seller hereby represents and warrants to and for the benefit of the Depositor, the Trustee and the Trust Fund that all payments due on or prior to the Cut-off Date for each Wachovia Serviced Mortgage Loan have been made as of the Closing Date, such Wachovia Serviced Mortgage Loan is not delinquent thirty (30) days or more in payment and has not been dishonored; there are no material defaults under the terms of such Wachovia Serviced Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by any Wachovia Serviced Mortgage Loan; as to each Wachovia Serviced Mortgage Loan, there has been no more than one thirty (30) day delinquency during the immediately preceding thirty-day period. The Seller agrees to comply with the provisions of this Section 2.05 in respect of a breach of any of such representations and warranties. With respect to the Xxxxx Fargo Mortgage Loans the Seller hereby makes the representations and warranties contained in Section 3.02 of the Xxxxx Fargo Purchase and Servicing Agreement to and for the benefit of the Depositor, the Trustee and the Trust Fund. With respect to the Xxxxx Fargo Mortgage Loans the Seller hereby represents and warrants to and for the benefit of the Depositor, the Trustee and the Trust Fund that all payments due on or prior to the Cut-off Date for each Xxxxx Fargo Mortgage Loan have been made as of the Closing Date, such Xxxxx Fargo Mortgage Loan is not delinquent thirty (30) days or more in payment and has not been dishonored; there are no material defaults under the terms of such Xxxxx Fargo Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by any Xxxxx Fargo Mortgage Loan; as to each Xxxxx Fargo Mortgage Loan, there has been no more than one thirty (30) day delinquency during the immediately preceding thirty-day period. The Seller agrees to comply with the provisions of this Section 2.05 in respect of a breach of any of such representations and warranties. With respect to the Wilmington Mortgage Loans the Seller hereby makes the representations and warranties contained in Section 9.02 of the Wilmington Purchase Agreement (other than the representation contained in Section 9.02(b) of the Wilmington Purchase Agreement) to and for the benefit of the Depositor, the Trustee and the Trust Fund. With respect to the Wilmington Mortgage Loans the Seller hereby represents and warrants to and for the benefit of the Depositor, the Trustee and the Trust Fund that all payments due on or prior to the Cut-off Date for each Wilmington Mortgage Loan have been made as of the Closing Date, such Wilmington Mortgage Loan is not delinquent thirty (30) days or more in payment and has not been dishonored; there are no material defaults under the terms of such Wilmington Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by any Wachovia Serviced Mortgage Loan; as to each Wilmington Mortgage Loan, there has been no more than one thirty (30) day delinquency during the immediately preceding thirty-day period. The Seller agrees to comply with the provisions of this Section 2.05 in respect of a breach of any of such representations and warranties. The Seller hereby represents and warrants to the Trustee with respect to the Mortgage Loans as of the date hereof or such other date set forth herein that as of the Closing Date: (i) Each Mortgage Loan at origination complied in Exhibit A all material respects with applicable predatory and abusive lending laws and consummation of the transactions contemplated by this Agreement will not involve the violation of any such laws. (ii) All of the Mortgage Loans were originated in compliance with all applicable laws, including, but not limited to, all applicable anti-predatory and abusive lending laws. (iii) None of the Mortgage Loans is covered by the Home Ownership and Equity Protection Act of 1994 (“HOEPA”). (iv) None of the Mortgage Loans is a “high cost” loan as defined by applicable predatory and abusive lending laws. (v) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and with respect to the Receivables Purchase Agreementforegoing, directly against the Seller terms “High Cost Loan” and “Covered Loan” have the meaning assigned to them in the then current version of Standard & Poor’s LEVELS®, which is now Version 5.7 Glossary Revised, Appendix E which is attached hereto as though Exhibit Q (the Issuer were “Glossary”) where (x) a party to “High Cost Loan” is each loan identified in the Receivables Purchase Agreement, column “Category under applicable anti-predatory lending law” of the table entitled “Standard & Poor's High Cost Loan Categorization” in the Glossary as each such loan is defined in the applicable anti-predatory lending law of the State or jurisdiction specified in such table and (y) a “Covered Loan” is each loan identified in the Issuer shall not be obligated to exercise any column “Category under applicable anti-predatory lending law” of the table entitled “Standard & Poor’s High Covered Loan Categorization” in the Glossary as each such rights indirectly through loan is defined in the Depositorapplicable anti-predatory lending law of the State or jurisdiction specified in such table.

Representations and Warranties of the Seller. (a) The -------------------------------------------- Seller has made each of the representations and warranties set forth in Exhibit A to D hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer Trust of the Depositor’s 's rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture TrusteeTrust. Pursuant to Section 2.01 2.03 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the IssuerTrust, as part of the assets of the IssuerTrust, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesD, upon which representations and warranties the Issuer Trustee relies in accepting the Receivables and delivering the SecuritiesCertificates, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables Receivable Files to the IssuerTrustee or any custodian. (b) The the Seller hereby agrees that the Issuer Trustee shall have the right right, on behalf of the Trust and the Certificateholders, to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer Trust herein, including the right to cause the Seller Sellers to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementD, directly against the Seller Sellers as though the Issuer Trustee, as trustee of the Trust, were a party to the Receivables Purchase Agreement, and the Issuer Trustee shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of 18 (2006-A Sale and Servicing Agreement) the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. Discovery of Breach; Repurchase or Substitution of Mortgage Loans. (a) The With respect to the MSMCI Mortgage Loans the Seller has made each of hereby makes the representations and warranties set forth contained in Exhibit A to Section 3.01 of the Receivables MSMCI Purchase Agreement as to and for the Receivables and has consented to the assignment by the Depositor to the Issuer benefit of the Depositor’s rights with , the Trustee and the Trust Fund. With respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and FNBN Mortgage Loans the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including Seller hereby makes the representations and warranties contained in Section 9.02 of the Seller therein as set forth FNBN Purchase Agreement (other than the representation contained in Exhibit A Section 9.02(b) of the FNBN Purchase Agreement) to and for the benefit of the Depositor, the Trustee and the Trust Fund. With respect to the Receivables Purchase Agreement FNBN Mortgage Loans the Seller hereby represents and warrants to and for the benefit of the Depositor, the Trustee and the Trust Fund that all payments due on or prior to the Cut-off Date for each FNBN Mortgage Loan have been made as of the Closing Date, such FNBN Mortgage Loan is not delinquent thirty (30) days or more in payment and has not been dishonored; there are no material defaults under the terms of such FNBN Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by any FNBN Mortgage Loan; as to each FNBN Mortgage Loan, there has been no more than one thirty (30) day delinquency during the Receivables, upon which immediately preceding thirty-day period. The Seller agrees to comply with the provisions of this Section 2.05 in respect of a breach of any of such representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with warranties. With respect to any breach thereof, including the right to require IndyMac Mortgage Loans the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that hereby makes the representations and warranties referred contained in Section 9.02 of the IndyMac Purchase Agreement (other than the representation contained in Section 9.02(b) of the IndyMac Purchase Agreement) to and for the benefit of the Depositor, the Trustee and the Trust Fund. With respect to the IndyMac Mortgage Loans the Seller hereby represents and warrants to and for the benefit of the Depositor, the Trustee and the Trust Fund that all payments due on or prior to the Cut-off Date for each IndyMac Mortgage Loan have been made as of the Closing Date, such IndyMac Mortgage Loan is not delinquent thirty (30) days or more in payment and has not been dishonored; there are no material defaults under the terms of such IndyMac Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by any IndyMac Mortgage Loan; as to each IndyMac Mortgage Loan, there has been no more than one thirty (30) day delinquency during the immediately preceding thirty-day period. The Seller agrees to comply with the provisions of this Section shall survive the sale and delivery 2.05 in respect of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in a breach of any of its such representations and warranties. With respect to the Quicken Mortgage Loans the Seller hereby makes the representations and warranties contained in Section 9.02 of the Quicken Purchase Agreement (other than the representation contained in Section 9.02(b) of the Quicken Purchase Agreement) to and for the benefit of the Depositor, the Trustee and the Trust Fund. With respect to the Quicken Mortgage Loans the Seller hereby represents and warrants to and for the benefit of the Depositor, the Trustee and the Trust Fund that all payments due on or prior to the Cut-off Date for each Quicken Mortgage Loan have been made as of the Closing Date, such Quicken Mortgage Loan is not delinquent thirty (30) days or more in payment and has not been dishonored; there are no material defaults under the terms of such Quicken Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by any Quicken Mortgage Loan; as to each Quicken Mortgage Loan, there has been no more than one thirty (30) day delinquency during the immediately preceding thirty-day period. The Seller agrees to comply with the provisions of this Section 2.05 in respect of a breach of any of such representations and warranties. With respect to the Wachovia Serviced Mortgage Loans the Seller hereby makes the representations and warranties contained in Section 3.02 of the Wachovia Purchase Agreement (other than the representation contained in Section 3.02(d) of the Wachovia Purchase Agreement) to and for the benefit of the Depositor, the Trustee and the Trust Fund. With respect to the Wachovia Serviced Mortgage Loans the Seller hereby represents and warrants to and for the benefit of the Depositor, the Trustee and the Trust Fund that all payments due on or prior to the Cut-off Date for each Wachovia Serviced Mortgage Loan have been made as of the Closing Date, such Wachovia Serviced Mortgage Loan is not delinquent thirty (30) days or more in payment and has not been dishonored; there are no material defaults under the terms of such Wachovia Serviced Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by any Wachovia Serviced Mortgage Loan; as to each Wachovia Serviced Mortgage Loan, there has been no more than one thirty (30) day delinquency during the immediately preceding thirty-day period. The Seller agrees to comply with the provisions of this Section 2.05 in respect of a breach of any of such representations and warranties. The Seller hereby represents and warrants to the Trustee with respect to the Mortgage Loans as of the date hereof or such other date set forth herein that as of the Closing Date: (i) Each Mortgage Loan at origination complied in Exhibit A all material respects with applicable predatory and abusive lending laws and consummation of the transactions contemplated by this Agreement will not involve the violation of any such laws. (ii) All of the Mortgage Loans were originated in compliance with all applicable laws, including, but not limited to, all applicable anti-predatory and abusive lending laws. (iii) None of the Mortgage Loans is covered by the Home Ownership and Equity Protection Act of 1994 (“HOEPA”). (iv) None of the Mortgage Loans is a “high cost” loan as defined by applicable predatory and abusive lending laws. (v) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and with respect to the Receivables Purchase Agreementforegoing, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, terms “High Cost Loan” and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.“Covered Loan” have

Representations and Warranties of the Seller. (a) The Seller has made each of makes the following representations and warranties set forth warranties, on which Purchaser relies in Exhibit A purchasing the Mortgage Loans and the Other Conveyed Property and in transferring the Mortgage Loans and the Other Conveyed Property to the Receivables Purchase Agreement as Depositor under the Unaffiliated Seller's Agreement, on which the Depositor will rely in transferring the Mortgage Loans and the Other Conveyed Property to the Receivables Trust, under the Sale and has consented Servicing Agreement and on which the Trust will rely in issuing the Notes and pledging the Mortgage Loans and the Other Conveyed Property to the assignment by Indenture Trustee and on which the Depositor to Insurer will rely in issuing the Issuer of the Depositor’s rights with respect theretoPolicy. Such representations and warranties speak are made (i) as of the respective dates set forth thereinexecution and delivery of this Agreement and (ii) as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables Mortgage Loans and the Other Conveyed Property hereunder, the sale, transfer and assignment thereof by the Seller to the Issuer Depositor under the Unaffiliated Seller's Agreement and the sale, transfer thereof by the Depositor to the Trust under the Sale and Servicing Agreement and the pledge of such Receivables thereof by the Trust to the Indenture Trustee. Pursuant Seller and Purchaser agree that Purchaser will assign to Section 2.01 the Depositor all of Purchaser's rights under this Agreement, the Depositor has sold, assigned, transferred and conveyed will assign to the IssuerTrust, as part all of Purchaser's rights under this Agreement and that the Trust will assign to the Indenture Trustee all of the assets of the Issuer, its Purchaser's rights under this Agreement and that the Receivables Purchase AgreementIndenture Trustee, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to extent provided in the ReceivablesIndenture, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right will be entitled to enforce any and all rights under the Receivables Purchase this Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though in the Issuer were a party to Trust's or the Receivables Purchase Agreement, Indenture Trustee's own name on behalf of the Noteholders and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorInsurer.

Representations and Warranties of the Seller. The Seller hereby makes the following representations and warranties as to each Lease on the Lease Purchase Date therefor and each of the Purchaser, and the Trustee, as pledgee of the Purchaser, shall rely upon such representations and warranties in accepting each such Lease and the related Lease Assets. Such representations and warranties shall be deemed to be made for each Lease as of the related Lease Purchase Date unless otherwise specified, but shall survive the transfer of such Leases to the Purchaser (and by the Purchaser to the Trustee). As to each Lease to be purchased on the applicable Lease Purchase Date: (a) The Seller has made each is the sole legal and beneficial owner of the representations all right, title and warranties set forth interest in Exhibit A and to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer Leases and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase AgreementLease Assets, including the representations and warranties of the Seller therein as set forth in Exhibit A rights to the Receivables Purchase Agreement as to Rent Payments and the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor Insurance Proceeds with respect to the Leases, free from any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery Lien of the Receivables any Person (except for (i) any Lien which has been waived or released by any Person prior to the Issuerdate hereof and (ii) the rights of Lessees to Insurance Proceeds on account of reimbursements for equipment repairs). (b) The Seller hereby agrees is the owner of each item of Equipment that is subject to any Lease that is not a finance lease and the Issuer shall have Seller has a perfected security interest in, or is the right owner of, each item of Equipment that is the subject of any other Lease, with a Lien or ownership that is prior to enforce the interest of any other Person, except for (i) any Lien which has been waived or released by any Person prior to the date hereof and all (ii) the rights of the Lessees with regard to the Equipment under the Receivables Purchase Agreement assigned Leases and any liens arising from action of Lessees. (c) The Seller (i) has in its possession the original copy of each Lease that constitutes "chattel paper" under the Uniform Commercial Code and (ii) has in its possession, with respect to each other Lease, a copy of the master lease, certified by the seller or other transferor of the Lease to the Issuer hereinSeller, and an original executed copy of the relevant lease schedule or assignment agreement, and (iii) has provided the Purchaser and the Trustee with access to original copies of all the Leases, including any amendments thereto and any documents related thereto, and those copies will have been true and complete copies of the right Leases and such amendments and related documents, and no provision of any Lease will have been amended, modified or waived other than by documents included in the original copies to cause which the Purchaser and the Trustee has been given access. (d) Neither the Seller nor, insofar as the Seller is aware, any Lessee, has done or failed to do anything (other than Rent Payment delinquencies of 60 days or less) which would or might permit any Lessee or the Seller to repurchase terminate any Receivable with respect Lease or suspend or reduce any payments or obligations due or to become due thereunder by reason of default by the other party to such Lease, except for amounts which it is in breach of any of its representations and warranties set forth in Exhibit A are not material to the Receivables Purchase Agreementbusiness of the Purchaser or to the value of such Leases to the Noteholders. Neither the rights and interests of the Seller in any Lease nor the obligations of the Lessee under any Lease are subject to any defense, directly offset, counterclaim, claim or right of rescission, and none of the foregoing have been asserted or alleged against the Seller as though to any Lease. (e) Each Lease is a legal, valid and binding obligation of the Issuer were a party Lessee under such Lease and of the Seller, enforceable against each of them in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and by general principles of equity. (f) All filings and other actions required to be made or taken by the Seller to evidence the Purchaser's rights in respect of the Leases and the Lease Assets have been accomplished and are in full force and effect, except that the Seller will not have notified any insurer with respect to the Receivables Purchase Agreementtransfer of the right to receive Insurance Proceeds. (g) The Seller has granted the Purchaser full access to its books and records, which contain a complete and correct statement of the Rent Payments payable by the Lessee under each Lease and with respect to the related Equipment, separately setting forth such amounts with respect to each Lease for each month for the number of months of anticipated Rent Payments under such Lease. (h) The Lease complied at the time it was originated or made, and at the Issuer applicable Lease Purchase Date will comply, in all material respects with all requirements of applicable federal, state and local law and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Xxxxxxxx-Xxxx Warranty Act, the Federal Reserve Board's Regulations B and S and other equal credit opportunity and disclosure laws, in each case to the extent applicable to nonconsumer transactions. (i) As of the Lease Purchase Date, the Lease (i) has not been terminated, is not a Defaulted Lease and is not more than 60 days past due as of the related Cut-Off Date as to any amount required to be paid thereunder, (ii) has a remaining term to scheduled maturity of not more than 60 months and not less than 6 months as of the related Cut-Off Date, (iii) is a direct financing lease, (iv) relates to an item of Equipment that is not in repossession by the Lessor or subject to procedures for obtaining repossession by the Lessor or possession by any other Person, (v) has a term ending not later than the last day of the Collection Period immediately preceding the Scheduled Final Payment Date, (vi) relates to a Lessee that (A) is an individual residing in the United States or a corporation, limited liability company or limited liability partnership organized under the laws of the United States or any state thereof, (B) is not the United States or a state or any agency or instrumentality thereof and (C) has not been disapproved by the Seller (based, in the Seller's reasonable judgment, upon the creditworthiness of such Lessee), (vii) constitutes "chattel paper" within the meaning of Section 9-105 of the UCC as in effect in the state of New York and there is only one original executed copy of each Lease, (viii) is denominated in United States dollars and is payable in the United States in United States dollars, (ix) relates to an item of Equipment which is located in the United States and has already been delivered, (x) is not a "consumer lease" as defined in Section 2A-103(i) of the UCC, (xi) provides for level monthly payments which, if made as scheduled, fully amortize the amount financed (other than the Residual Amount, if any) over the original term of the Lease; (xii) has a pre-tax yield (based on original net investment and timing of payment amounts) of at least 8.75%, (xiii) has an original equipment cost of less than $500,000, (xiv) is not secured by a bus, car, truck, trailer or any type of motor vehicle which requires motor vehicle titling, and is not secured primarily by any Excluded Equipment, (xv) was not more than 60 days past due during the term of the Lease, and (xvi) has been determined by the Seller to satisfy all applicable approval requirements of the Seller. (j) The Lessee under the Lease has not been noted in the electronic ledger of the Servicer as being the subject of a bankruptcy proceeding. (k) No facts exist which would give rise to any right of rescission, setoff, counterclaim or defense nor have any been asserted, or to the best of the Seller's knowledge after due inquiry, threatened, with respect to the Lease. (l) The Lease has not been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser. Immediately prior to the transfer of the Leases to the Purchaser, the Seller had good and marketable title to such Lease free and clear of all Liens (except for any Lien which has been waived or released by any Person prior to the date hereof) and immediately upon the transfer thereof pursuant to the related Xxxx of Sale, the Purchaser will acquire good and marketable title to such Lease, free and clear of all Liens, encumbrances, security interests, and rights of others. (m) The Lease does not require the prior written consent of the Lessee for, or contain any other restrictions on, the transfer or assignment of the Lease. (n) The Lease does not have a Lessee that is the obligor on a Lease or Leases for which the aggregate Principal Balance exceeds 1.5% of the Pool Balance as of the applicable Cut-Off Date for the third Lease Purchase Date and as of the applicable Cut-Off Date for each Lease Purchase Date thereafter during the Note Issuance Period (in each case after giving effect to the purchase of Leases to occur on such Lease Purchase Date). (o) The Lease was selected from equipment leases in the Seller's portfolio that had met the applicable conditions specified in this Section 3.02 utilizing no selection procedures adverse to the Purchaser relative to similar equipment leases in the Seller's portfolio. (p) The Lease provides that the Lessee's obligations under the Lease including, without limitation, the obligation to make Rent Payments, are absolute and unconditional and shall continue without any claim, defense, set-off, counterclaim, reduction, or abatement of any kind whatsoever and regardless of any inability of the Lessee to use the Equipment or any part thereof because of any reason whatsoever including damage to or destruction thereof. (q) The Lease provides that the Lessee shall maintain the Equipment in good operating condition, repair and appearance, and protect it from deterioration other than normal wear and tear. (r) The Lease was not previously transferred to or owned by the Purchaser. (s) If the Lease was not originated by the Seller but was acquired by the Seller in a purchase transaction then such Lease (i) constitutes a "finance lease" under generally accepted accounting principles, (ii) does not by its terms permit, on or after the applicable Lease Purchase Date, the Lessor (or any transferee) to require the predecessor owner or other transferor to repurchase such Lease or otherwise provide credit support for payments due under the Lease. (t) Neither the Seller nor any entity aggregated now or at any relevant time with the Seller under Section 4001 of ERISA or Section 414 (b) or (c) of the Code (i) has any material tax, penalty or other liability under ERISA or the employee benefits provisions of the Code, or (ii) is subject to having any of its property subject to a lien or other encumbrance thereunder, where such liability is or could becom6 the liability of the Purchaser or the Trustee or where the property of the Purchaser could be obligated subject to exercise such a lien or encumbrance, (iii) no such liability, lien or encumbrance presently is expected to occur or exist, (iv) no notice of intent to terminate any employee benefit plan under ERISA (a "Plan") has been filed under Title IV of ERISA by it or any plan administrator, (v) no "prohibited termination" under Section 406 (b) of ERISA has been engaged in by it and (vi) no "accumulated funding deficiency" under ERISA has occurred or exists with respect to any Plan. (u) Upon the transfer of each Lease to be transferred to the Purchaser (and included in the Trust Property pursuant to the Indenture) on such rights indirectly through date, (i) the Depositoraggregate Principal Balance of all Leases with Lessees having billing addresses with the same postal zip code does not exceed 5% of the Pool Balance, (ii) the aggregate Principal Balance of all Leases with Lessees located (by billing address) in any one state other than California does not exceed 25% of the Pool Balance, (iii) the aggregate Principal Balance of all Leases with Lessees located (by billing address) in California does not exceed 60% of the Pool Balance, (iv) the aggregate Principal Balance of all Leases relating to Equipment that is used Equipment does not exceed 15% of the Pool Balance. (v) the aggregate Principal Balance of all Leases that were not originated by the Seller but were instead acquired by the Seller in purchase transactions in which Form UCC-3 filings were not made naming the Lessee as debtor and the Seller as assignee of the underlying seller secured party does not exceed 5% of the Pool Balance. (w) Upon the transfer of each Lease to be transferred to the Purchaser, the Leases owned by the Purchaser (and included in the Trust Property pursuant to the Indenture) will have a weighted average term to maturity of not more than 50 months commencing from the last day of the Note Issuance Period. (x) Statistical information appearing in the Confidential Private Placement Memorandum dated June 1997, as amended or supplemented to the date hereof, is true and accurate in all material respects as of the date hereof. A Lease which satisfies all of the above representations and warranties shall be deemed an "Eligible Lease".

Representations and Warranties of the Seller. with Respect to the Mortgage Loans. ----------------------------------- The Seller hereby represents and warrants to the Trustee for the benefit of the Certificateholders that as of the Closing Date or as of such other date specifically provided herein: (a) The representations and warranties made by the Seller has pursuant to Section 3.01 of the Mortgage Loan Purchase Agreement are hereby being made each to the Trustee and are true and correct as of the Closing Date. (b) Any written agreement between the Mortgagor in respect of a Mortgage Loan and the Servicer modifying such Mortgagor's obligation to make payments under the Mortgage Loan (such modified Mortgage Loan, a "Modified Mortgage Loan") involved the application of the Seller's underwriting standards or some assessment of the Mortgagor's ability to repay the Modified Mortgage Loan. With respect to the representations and warranties set forth in Exhibit A this Section 2.04 that are made to the Receivables Purchase Agreement best of the Seller's knowledge or as to which the Receivables Seller has no knowledge, if it is discovered by the Depositor, the Seller, the Servicer or the Trustee that the substance of such representation and has consented warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Certificateholders then, notwithstanding the Seller's lack of knowledge with respect to the assignment substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has soldSeller, assigned, transferred and conveyed to the Issuer, as part Servicer or the Trustee of the assets a breach of the Issuer, its rights under the Receivables Purchase Agreement, including any of the representations and warranties contained in this Section that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Seller therein as set forth in Exhibit A Certificateholders, the party discovering the breach shall give prompt written notice to the Receivables Purchase Agreement as to others and in no event later than two Business Days from the Receivablesdate of such discovery. Within ninety days of its discovery or its receipt of notice of any such missing or materially defective documentation or any such breach of a representation or warranty, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to shall promptly deliver such missing document or cure such defect or breach in all material respects, or in the event such defect or breach cannot be cured, the Seller shall repurchase Receivables the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Fund and substitute for it one or more Eligible Substitute Mortgage Loans, in either case, in accordance with the Receivables Purchase AgreementSection 2.03. It is understood and agreed that the representations and warranties referred to set forth in this Section 2.04 shall survive the sale and delivery of the Receivables Mortgage Files to the Issuer. (b) The Seller hereby agrees Trustee and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the Issuer shall have obligations of the right Seller set forth in Section 2.03(a) to enforce any and all rights under cure, substitute for or repurchase a Mortgage Loan pursuant to the Receivables Mortgage Loan Purchase Agreement assigned constitute the sole remedies available to the Issuer herein, including Certificateholders or to the right to cause the Seller to repurchase any Receivable with respect to which it is in Trustee on their behalf respecting a breach of any of its the representations and warranties set forth contained in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositorthis Section 2.04.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to hereto under the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth thereinexecution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the ReceivablesA, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase AgreementA, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. the Servicers, the Master Servicer, the Back-Up Servicer and WFHMI. (a) The Seller has made each Each of DLJMC, CMMC, Ocwen and Xxxxx Fargo in its capacity as Seller, Servicer, Master Servicer or Back-Up Servicer, as applicable, hereby makes on behalf of themselves the representations and warranties set forth in Exhibit A Schedule IIA, Schedule IIB, Schedule IIC and Schedule IIE hereto, respectively, and by this reference incorporated herein, to the Receivables Purchase Agreement as to Depositor and the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak Trustee, as of the respective dates set forth Closing Date, or if so specified therein, but shall survive the sale, transfer and assignment as of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trusteeapplicable Cut-off Date. Pursuant to Section 2.01 of this AgreementIn addition, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including WFHMI makes the representations and warranties of the Seller therein as set forth in Exhibit A Schedule IID hereto, and by this reference incorporated herein, to the Receivables Purchase Agreement Depositor and the Trustee, as to of each WFHMI Servicing Transfer Date. (b) DLJMC, in its capacity as Seller, hereby makes the Receivables, upon which representations and warranties set forth in Schedule III to the Issuer relies in accepting Depositor and the Receivables and delivering the SecuritiesTrustee, together with all rights as of the Depositor Closing Date, or the date specified therein, with respect to the Initial Mortgage Loans identified on Schedule I hereto and as of the Subsequent Transfer Date with respect to any Subsequent Mortgage Loan identified on Schedule I hereto. Any breach thereofof the representation and warranty set forth in clause (xx) of Schedule III hereto shall be deemed to materially and adversely affect the interest of the Certificateholders in that Mortgage Loan, including notwithstanding the right Seller’s lack of knowledge with respect to require the substance of such representation and warranty. In addition, DLJMC, in its capacity as Seller, represents, warrants and covenants that (i) the servicing provisions of each Designated Servicing Agreement are substantially similar to the servicing provisions of this Agreement as they relate to Ocwen, (ii) it has taken or shall take all action required to transfer the primary servicing responsibilities of the Designated Mortgage Loans to WFHMI on December 1, 2003 and (iii) if the primary servicing responsibilities relating to any Designated Mortgage Loans are not transferred to WFHMI on or before February 15, 2004, DLJMC, in its capacity as Seller, agrees to repurchase or substitute for such Designated Mortgage Loan in the manner set forth in Section 2.03(d) below, unless FSA otherwise consents, and to pay any prohibited transfer tax incurred with any such repurchase or substitution. (c) If any Initial Mortgage Loan less than thirty days delinquent as of the Initial Cut-off Date (i) fails to make its Scheduled Payment due during the period commencing on the second day of the month preceding the month in which the Initial Cut-off Date occurs and ending on the Initial Cut-off Date and (ii) becomes 30 days or more delinquent with respect to such Scheduled Payment, then the Seller shall be deemed to have breached the representation and warranty set forth in clause (iv) of Schedule III hereto; provided, that in no event shall such representation and warranty be automatically breached with respect to more than 3% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date) and if such representation and warranty is breached with respect to Mortgage Loans exceeding such 3%, then no representation or warranty shall be deemed automatically breached; provided, however, that the Seller shall not be deemed to have automatically breached such representation and warranty in the event that such Scheduled Payment is made during the period commencing on the second day of the month preceding the month in which the Initial Cut-off Date occurs and ending on the close of business on December 31, 2003. The related Servicer or the Master Servicer, as applicable, shall notify the Seller of any such delinquency and the Seller shall comply with the provisions of Section 2.03(d) hereto as to that Initial Mortgage Loan. (d) Upon discovery by any of the parties hereto of a breach of a representation or warranty made pursuant to Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made by it pursuant to Section 2.03(b) which materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders, it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Qualified Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Repurchase Price in the manner set forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, if any, and any such substitution pursuant to (i) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit M and the Mortgage File for any such Qualified Substitute Mortgage Loan. The Seller shall promptly reimburse the related Servicer and the Trustee for any actual out-of-pocket expenses reasonably incurred by the related Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to any representation and warranty described in this Section which are made to the best of the Seller’s knowledge, if it is discovered by either the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Qualified Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01(b), with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Scheduled Payments due with respect to Qualified Substitute Mortgage Loans in the Collection Period related to the Distribution Date in the month of substitution shall not be part of the Trust Fund and will be retained by the Seller. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for the related Collection Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Seller shall amend the related Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Trustee, the related Servicer or the Master Servicer, as applicable, and the Depositor. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Mortgage Loan. Upon any such substitution and the deposit to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall or shall cause the applicable Custodian to release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Seller and shall execute and deliver at the Seller’s direction such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest title in the Seller, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer or the Master Servicer, as applicable, will determine the 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 Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution). The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the sum of (i) the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans and (ii) any costs and damages actually incurred and paid by or on behalf of the Trust in connection with any breach of the representation and warranty set forth in Schedule III (xxi) as the result of a violation of a predatory or abusive lending law applicable to such Mortgage Loan shall be deposited in the applicable Collection Account by the Seller on or before the Business Day immediately preceding the related Servicer Remittance Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. One or more mortgage loans may be substituted for one or more Deleted Mortgage Loans. The determination of whether a mortgage loan is a Qualified Substitute Mortgage Loan may be satisfied on an individual basis. Alternatively, if more than one mortgage loan is to be substituted for one or more Deleted Mortgage Loans, the characteristics of such mortgage loans and Deleted Mortgage Loans shall be aggregated or calculated on a weighted average basis, as applicable, in determining whether such mortgage loans are Qualified Substitute Mortgage Loans. In the event that the Seller shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the related Collection Account pursuant to Section 3.06 on or before the Business Day immediately preceding the related Servicer Remittance Date in the month following the month during which the Seller became obligated hereunder to repurchase Receivables or replace such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in accordance with the Receivables Purchase Agreementform of Exhibit M hereto, the Trustee shall release or cause the Custodian to release the related Mortgage File held for the benefit of the Certificateholders to such Person, and the Trustee shall execute and deliver at such Person’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of any Person to cure, repurchase or substitute any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor or the Trustee on their behalf. The representations and warranties referred made pursuant to in this Section 2.03 shall survive the sale and delivery of the Receivables respective Mortgage Files to the Issuer. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned Trustee, or to the Issuer hereinCustodian on the Trustee’s behalf, including for the right to cause benefit of the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the DepositorCertificateholders.

Representations and Warranties of the Seller. In connection with the sale of the Hukui Shares to the Purchaser, the Seller represents and warrants to the Purchaser and Hukui that: (a) The Seller has made each is the sole owner of the representations Hukui Shares and warranties set forth in Exhibit A the Hukui Shares are free and clear of any liens or encumbrances (other than restrictions on transfer under Federal and applicable state securities laws and possible restrictions under Hukui’s Governing Documents. The Seller further represents that the Seller has good and marketable title to the Receivables Purchase Agreement as Hukui Shares and the right and authority to sell and transfer the Hukui Shares to the Receivables Purchaser pursuant to this Agreement and has consented without any third party consent, other than the consent of Hukui to effect the assignment by the Depositor to the Issuer transfer of the Depositor’s rights with respect thereto. Such representations and warranties speak Hukui Shares as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of contemplated in this Agreement, the Depositor has sold, assigned, transferred which consent is provided for in Section 6 below. The Seller further represents and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed warrants that the representations and warranties referred to in this Section shall survive after the sale and delivery transfer of the Receivables Shares, the Seller will have no right, title or interest in or to the IssuerHukui Shares. (b) The Seller hereby agrees has had a reasonable opportunity to consult with counsel of its own choosing (as well as tax and financial advisors of its own choosing) regarding this Agreement and the transactions contemplated hereby. The Seller has had opportunity to review with its tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. The Seller is relying solely on such advisors and not on any statements or representations of the Purchaser or any of his agents. The Seller understands that it (and not the Purchaser) shall be responsible for the Seller’s tax liability and any related interest and penalties, if any, that may arise as a result of the transactions contemplated by this Agreement. (c) The Seller (a) has adequate information concerning the business and financial condition of Hukui to make an informed decision regarding the sale of the Hukui Shares, and (c) has independently and without reliance upon the Company or the Purchaser, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that the Issuer Purchaser is not acting as a fiduciary or financial or investment adviser to the Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Hukui Shares is prudent. The Seller further acknowledges that (w) the Purchaser currently may have, and later may come into possession of, Excluded Information, (x) the Seller has decided to sell the Hukui Shares notwithstanding any lack of knowledge of any Excluded Information, (y) the value of the Hukui Shares may significantly appreciate or depreciate over time and by agreeing to the sale of the Hukui Shares to the Purchaser pursuant to this Agreement, the Seller may be giving up the opportunity to sell the Shares at a higher price in the future and (z) the Purchaser shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned no liability to the Issuer hereinSeller, including the right to cause and the Seller to repurchase the fullest extent of the law waives and releases any Receivable claims, whether known or unknown, that it might have against the Purchaser, whether under applicable securities laws or otherwise, with respect to which it is in breach the nondisclosure of any Excluded Information in connection with the sale of its representations the Hukui Shares and warranties set forth in Exhibit A to the Receivables Purchase transactions contemplated by this Agreement, directly against . The Seller understands that the Seller as though Purchaser will rely on the Issuer were a party to accuracy and truthfulness of the Receivables Purchase Agreementforegoing representations, and the Issuer shall not be obligated Seller hereby consents to exercise any such rights indirectly through the Depositorreliance.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein contained in Article ____ of the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans are incorporated herein, and are made to the Purchaser on the Subsequent Transfer Date, as if set forth in Exhibit A herein and as if made to the Receivables Purchase Agreement as to Purchaser on the Receivables, upon which date hereof. The Seller will make such representations and warranties in the Issuer relies Pooling and Servicing Agreement directly to the Trust and will become obligated in accepting the Receivables respect of such representations and delivering the Securities, together with all rights warranties pursuant to Article ___ of the Depositor Pooling and Servicing Agreement. On the Subsequent Transfer Date, the Seller shall deliver to the Purchaser an Officers' Certificate, dated the Subsequent Transfer Date, to the effect that the representations and warranties made in the Pooling and Servicing Agreement with respect to any breach thereof, including the right to require Subsequent Mortgage Loans by the Seller to repurchase Receivables in accordance with are true and correct as of the Receivables Purchase Agreement. Subsequent Transfer Date. (b) It is understood and agreed that the representations and warranties referred incorporated by reference in this Agreement by Section 3.1(a) hereof shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Subsequent Mortgage Loans by the Seller to the Purchaser and by the Purchaser to the Trust, and shall inure to the benefit of the Purchaser, the Trust and their successors and permitted assignees. (c) The Seller shall indemnify the Purchaser and the Master Servicer and hold the Purchaser and the Master Servicer harmless against any loss, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained or incorporated by reference in this Agreement. It is understood and agreed that the obligation of the Seller set forth in this Section shall survive 3.1 to indemnify the sale Purchaser and delivery the Master Servicer as provided in this Section 3.1 constitutes the sole remedy of the Receivables to Purchaser and the IssuerMaster Servicer respecting a breach of the foregoing representations and warranties. The Trust shall also have the remedies provided in the Pooling and Servicing Agreement. (bd) The Seller hereby agrees that the Issuer Each indemnified party shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned give prompt notice to the Issuer herein, including the right to cause the Seller to repurchase of any Receivable action commenced against it with respect to which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it is from any liability which it may have otherwise than on account of this indemnity agreement, unless the failure to notify materially prejudices the rights and condition of the Seller. The Seller shall be entitled to participate in any such action, and to assume the defense thereof, and after notice from the Seller to an indemnified party of its election to assume the defense thereof, the Seller will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. (e) Any cause of action against the Seller or relating to or arising out of the breach of any of its representations and warranties set forth made or incorporated by reference in Exhibit A this Section 3.1 shall accrue as to any Subsequent Mortgage Loan upon discovery of such breach by the Purchaser or the Master Servicer or notice thereof by the Seller to the Receivables Purchase AgreementPurchaser and the Master Servicer, directly against failure by the Seller as though to cure such breach and demand upon the Issuer were a party to Seller by the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any Purchaser for all amounts payable in respect of such rights indirectly through the DepositorSubsequent Mortgage Loan.

Representations and Warranties of the Seller. (a) The Seller has made each of 7.1 On the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 date of this Agreement, the Depositor has sold, assigned, transferred Seller represents and conveyed warrants to the IssuerPurchaser that the Signing Warranties are true and correct, as part of subject to the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations qualifications and warranties of the Seller therein as exceptions set forth in Exhibit A the disclosure schedule delivered to the Receivables Purchase Agreement as Purchaser in writing simultaneously therewith (the "SIGNING DISCLOSURE SCHEDULE"). 7.2 On the date of this Agreement, the Seller represents and warrants to the ReceivablesPurchaser that the Asset Warranties are true and correct, upon which representations subject to the qualifications and warranties exceptions set forth in a disclosure schedule to be delivered to the Issuer relies Purchaser in accepting writing simultaneously therewith (the Receivables and delivering "ASSET DISCLOSURE SCHEDULE"). 7.3 At the SecuritiesEffective Time, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller represents and warrants to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed Purchaser that the representations and warranties referred to in this Section shall survive the sale and delivery repeating each of the Receivables Signing Warranties and the Asset Warranties and updating each of them for new developments or additional disclosures in the case of the Signing Warranties since the date hereof, (the "CLOSING WARRANTIES") are true and correct in all material respect, subject to the Issuerqualifications and exceptions set forth in a disclosure schedule to be delivered to the Purchaser in writing simultaneously therewith (the "CLOSING DISCLOSURE SCHEDULE"). 7.4 The Signing Warranties, the Asset Warranties and the Closing Warranties (btogether the "SELLER WARRANTIES") The Seller hereby agrees that are qualified by the Issuer facts and circumstances fully and fairly disclosed in the Signing Disclosure Schedule, the Asset Disclosure Schedule and the Closing Disclosure Schedule (together the "SELLER DISCLOSURE SCHEDULES"), respectively. Each disclosure set forth in the Disclosure Schedules shall have the right be identified by reference to, or grouped under a heading referring to, a clause in Schedule 1. Each such disclosure shall be deemed to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable be disclosed with respect to each such clause and to each other clause to which it reasonably relates. 7.5 Each Warranty is in breach to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of any of its representations and warranties this Agreement or another Warranty. 7.6 Except as otherwise specifically set forth in Exhibit A this Agreement, Seller makes no express or implied warranty of merchantability or fitness for a particular purpose, or any other warranty as to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise condition or operation of any such rights indirectly through the DepositorPurchased Assets.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Purchaser and to the Servicer, all of which representations and warranties are true, complete and correct in all respects, to the best of the Treasurer's knowledge and belief, as of the date hereof and as of the Closing Date, as follows: A. The Seller is the sole owner of, and possesses full right, title and interest in and to, each of the Sold Tax Liens and the Seller Warrants that the Sold Tax Liens are valid and enforceable and the Seller has the authority to sell the Sold Tax Liens; the Seller further Warrants that all of the Sold Tax Liens comply with all applicable existing laws, rules, regulations, ordinances, orders, judgments and decrees relating to the Seller's ownership and sale of the Sold Tax Liens, including, but without limitation, timely issuance of proper notice to the proper parties. B. Such Sold Tax Liens and all interest and rights therein, including all rights to enforce the liens under Ohio law are freely assignable to the Buyer and the Buyer has the right to further assign said liens. C. All prerequisite approvals for the entry of this agreement have been properly obtained. D. The Seller is a political subdivision of the State and is duly organized and validly existing under the laws governing its creation. The Seller has made each full power and authority to enter into and perform this Agreement and all governmental action necessary to authorize the execution and delivery of this Agreement and the performance by the Seller of its obligations hereunder has been duly taken. This Agreement has been duly executed by the Seller and constitutes the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors and governmental bodies generally or by general principles of law or equity. E. The delivery by the Seller of the Agreement and the performance by the Seller of the obligations hereunder will not, to the best of the Treasurer’s knowledge, conflict with any provision of any law or regulation to which the Seller is subject and will not conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any other document, agreement or instrument to which the Seller is a party or by which it or any of its properties are bound, or any order or decree applicable to the Seller. F. To the best of the Treasurer’s knowledge, there is no action, suit, claim or proceeding pending or, to the best of the Treasurer’s knowledge, threatened against the Seller, whether at law or in equity, before any court or by or before any other governmental commission, board, bureau, agency or instrumentality that, if determined adversely to the interests of the Seller, could have a material adverse effect upon the ability of the Seller to perform its obligations hereunder, or the ability of the Purchaser or Servicer to enforce or collect the Aggregate Tax on the Sold Tax Liens. G. For a period of four years subsequent to the Closing Date, if any person in the Office of the Fiscal Officer or any person in any office or department over which the Office of the Fiscal Officer has authority has actual knowledge of a breach of any of the representations and warranties set forth in Exhibit A made by the Seller, the Seller will exercise good faith efforts to give notice of same to the Receivables Purchase Agreement as Purchaser and the Servicer. H. As to each Sold Tax Lien, such Sold Tax Lien secures the obligation to pay an amount equal to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of Certificate Redemption Price on such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the IssuerSold Tax Lien. (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein contained in Article III of the Sale and Servicing Agreement with respect to the Subsequent Contracts are incorporated herein, and are made to the Purchaser on the Subsequent Transfer Date, as if set forth in Exhibit A herein and as if made to the Receivables Purchase Agreement as to Purchaser on the Receivables, upon which date hereof. The Seller will make such representations and warranties in the Issuer relies Sale and Servicing Agreement directly to the Trust and will become obligated in accepting the Receivables respect of such representations and delivering the Securities, together with all rights warranties pursuant to Article III of the Depositor Sale and Servicing Agreement. On the Subsequent Transfer Date, the Seller shall deliver to the Purchaser an Officers' Certificate, dated the Subsequent Transfer Date, to the effect that the representations and warranties made in the Sale and Servicing Agreement with respect to any breach thereof, including the right to require Subsequent Contracts by the Seller to repurchase Receivables in accordance with are true and correct as of the Receivables Purchase Agreement. Subsequent Transfer Date. (b) It is understood and agreed that the representations and warranties referred incorporated by reference in this Agreement by Section 3.1. A hereof shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Subsequent Contracts by the Seller to the Purchaser and by the Purchaser to the Trust, and shall inure to the benefit of the Purchaser, the Trust and their successors and permitted assignees. (c) The Seller shall indemnify the Purchaser and the Servicer and hold the Purchaser and the Servicer harmless against any loss, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained or incorporated by reference in this Agreement. It is understood and agreed that the obligation of the Seller set forth in this Section shall survive 3.1 to indemnify the sale Purchaser and delivery the Servicer as provided in this Section 3.1. constitutes the sole remedy of the Receivables to Purchaser and the IssuerServicer respecting a breach of the foregoing representations and warranties. The Trust shall also have the remedies provided in the Sale and Servicing Agreement. (bd) The Seller hereby agrees that the Issuer Each indemnified party shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned give prompt notice to the Issuer herein, including the right to cause the Seller to repurchase of any Receivable action commenced against it with respect to which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it is from any liability which it may have otherwise than on account of this indemnity agreement, unless the failure to notify materially prejudices the rights and condition of the Seller. The Seller shall be entitled to participate in any such action, and to assume the defense thereof, and after notice from the Seller to an indemnified party of its election to assume the defense thereof, the Seller will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. (e) Any cause of action against the Seller or relating to or arising out of the breach of any of its representations and warranties set forth made or incorporated by reference in Exhibit A this Section 3.01 shall accrue as to any Subsequent Contract upon (i) discovery of such breach by the Purchaser or the Servicer or notice thereof by the Seller to the Receivables Purchase AgreementPurchaser and the Servicer, directly against (ii) failure by the Seller as though to cure such breach and (iii) demand upon the Issuer were a party to Seller by the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any Purchaser for all amounts payable in respect of such rights indirectly through the DepositorSubsequent Contract.

Representations and Warranties of the Seller. (a) The Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement as to the Receivables and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein contained in the Pooling and Servicing Agreement are incorporated herein, and are made to the Purchaser on the date hereof, as if set forth in Exhibit A herein and as if made to the Receivables Purchase Agreement as to Purchaser on the Receivables, upon which date hereof. The Seller will make such representations and warranties in the Issuer relies Pooling and Servicing Agreement directly to the Trust and will become obligated in accepting respect of such representations and warranties pursuant to the Receivables Pooling and delivering Servicing Agreement. On the SecuritiesClosing Date, together with all rights the Seller shall deliver to the Purchaser an Officers' Certificate, dated the Closing Date, to the effect that the representations and warranties made in the Pooling and Servicing Agreement by the Seller are true and correct as of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. Closing Date. (b) It is understood and agreed that the representations and warranties referred incorporated by reference in this Agreement by Section 3.01(a) hereof shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Initial Mortgage Loans by the Seller to the Purchaser and by the Purchaser to the Trust, and shall inure to the benefit of the Purchaser, the Trust and their successors and permitted assignees. (c) The Seller shall indemnify the Purchaser and the Master Servicer and hold the Purchaser and the Master Servicer harmless against any loss, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller's representations and warranties contained or incorporated by reference in this Agreement. It is understood and agreed that the obligation of the Seller set forth in this Section shall survive 3.01 to indemnify the sale Purchaser and delivery the Master Servicer as provided in this Section 3.01 constitutes the sole remedy of the Receivables to Purchaser and the IssuerMaster Servicer respecting a breach of the foregoing representations and warranties. The Trust shall also have the remedies provided in the Pooling and Servicing Agreement. (bd) The Seller hereby agrees that the Issuer Each indemnified party shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned give prompt notice to the Issuer herein, including the right to cause the Seller to repurchase of any Receivable action commenced against it with respect to which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it is from any liability which it may have otherwise than on account of this indemnity agreement, unless the failure to notify materially prejudices the rights and condition of the Seller. The Seller shall be entitled to participate in any such action, and to assume the defense thereof, and after notice from the Seller to an indemnified party of its election to assume the defense thereof, the Seller will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. (e) Any cause of action against the Seller or relating to or arising out of the breach of any of its representations and warranties set forth made or incorporated by reference in Exhibit A this Section 3.01 shall accrue as to any Initial Mortgage Loan upon (i) discovery of such breach by the Purchaser or the Servicer or notice thereof by the Seller to the Receivables Purchase AgreementPurchaser and the Servicer, directly against (ii) failure by the Seller as though to cure such breach and (iii) demand upon the Issuer were a party to Seller by the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any Purchaser for all amounts payable in respect of such rights indirectly through the DepositorInitial Mortgage Loan.