Common use of Representations, Warranties and Covenants of the Sellers Clause in Contracts

Representations, Warranties and Covenants of the Sellers. and the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) 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 Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate 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 Loan or the interests of the Certificateholders therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such Seller, in each case without recourse, as shall be necessary to vest title in such Seller, or its designee, with respect to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Sellers. Each Seller hereby represents, warrants and agrees with the Servicer. -----------------Company as follows: (ia) Equity One-DelawareSuch Seller is validly existing under the laws of its jurisdiction of organization and has full legal right, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania power and Popular Financial, in their capacities as Sellers, hereby make authority to enter into this Agreement and to consummate the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated transactions provided for herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-DelawareThe execution, Equity One-Minnesotadelivery and performance by such Seller of this Agreement have been duly authorized by all requisite action of such Seller. This Agreement, Equity One-New Hampshirewhen executed and delivered by the parties, Equity One-Pennsylvania will be a valid and Popular Financialbinding agreement of such Seller, enforceable against such Seller in their capacities accordance with its terms, except as Sellersthe enforcement hereof may be limited by bankruptcy, hereby make insolvency, reorganization, moratorium or other similar laws relating to or affecting the representations rights and warranties set forth in Schedules IIIA through IIIE respectively, and remedies of creditors or by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Dategeneral equitable principles. (c) Upon discovery by Such Seller is, and at the Closing will be, the sole legal owner of and, will hold valid marketable title to, the Shares, free and clear of any Lien, and such Seller has not granted any rights to or interest in the Shares to any other person or entity. Such Seller further agrees not to sell, transfer, pledge or encumber the Shares or suffer any lien, security interest, claim or equitable or legal interest to attach to the Shares other than pursuant to this Agreement. (d) All consents, approvals, authorizations and orders required for the execution and delivery of this Agreement and the transfer of the parties hereto Shares under this Agreement by such Seller have been obtained and are in full force and effect, and the execution and delivery of a breach this Agreement by such Seller and the transfer of a representation or warranty made the Shares under this Agreement by such Seller do not require (except for filings pursuant to Section 2.03(b16 or Regulation 13D under the Exchange Act) that materially any filings with any governmental authority or court, or body or arbitrator having jurisdiction over such Seller, except, in each case, as have already been made, obtained or waived or where the failure to obtain any such consent, approval, authorization, order or filing would not impair the ability of such Seller to purchase the Shares or to consummate the transactions contemplated by this Agreement. (e) Such Seller (1) is a sophisticated person familiar with transactions similar to those contemplated by this Agreement, (2) has adequate information concerning the business and adversely affects the interests financial condition of the Certificateholders in any Loan, Company to make an informed decision regarding the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, hereby covenants that within 90 days transfer of the earlier Shares and (3) has independently and without reliance upon the Company, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its discovery or its receipt own analysis and decision to enter into this Agreement. Such Seller has asked questions of written notice from the Company and has made a full evaluation of the risks and merits of the repurchase transaction that is the subject of this Agreement. Such Seller hereby waives any party of a breach of any representation or warranty made pursuant right to Section 2.03(b) additional consideration with respect to any Loan listed on the Loan Schedule Shares. Such Seller acknowledges that pertains none of the Company or its affiliates or agents is acting as a fiduciary or financial or investment adviser to such Seller, and has not given such Seller mayany investment advice, opinion or other information on whether the transfer of the Shares is prudent. Such Seller understands and acknowledges that the Company is not making, and if such breach materially and adversely affects the interests of the Certificateholders has not made, any statement, representation or warranty to such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, concerning: (i) if such 90-day period expires prior to the second anniversary fairness or adequacy of the Closing DatePurchase Price, remove (ii) the current or likely future value of the Shares, (iii) the markets, business, products, management, technical or marketing capabilities, financial affairs or prospects of the Company or (iv) any other matter that has been relied upon by such Loan (a "Deleted Loan") from Seller or such Seller’s legal counsel or advisors in assessing the Trust Fund value of the Shares or determining whether to enter into this Agreement upon the terms and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth herein. (f) Such Seller acknowledges that (i) the Company or its affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to transfer the Shares (“Seller Excluded Information”), (ii) such Seller has determined to transfer the Shares notwithstanding its lack of knowledge of the Seller Excluded Information and (iii) none of the Company or its affiliates or agents shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against the Company or its affiliates or agents whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the transfer of the Shares and the transactions contemplated by this Section Agreement. Such Seller understands that the Company and its affiliates and agents will rely on the accuracy and truth of the foregoing representations, and such Seller hereby consents to such reliance. (g) Such Seller has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this sale of the Shares and the transactions contemplated by this Agreement. Such Seller is relying solely on such advisors and not on any statements or representations of the Company, the Company’s counsel or auditors or any of the Company’s agents. Such Seller understands that it (and not the Company) shall be solely responsible for its own tax liability that may arise as a result of this sale of the Shares or the transactions contemplated by this Agreement. (h) The execution and delivery of, and performance by such Seller of such Seller’s obligations under, this Agreement do not and will not (i) violate or conflict with, in any respect, (A) any provision of law, rule or regulation, (B) any order, judgment or decree of any court or other agency or government applicable to such Seller, (C) any provision of such Seller’s organizational documents or (D) any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, to which such Seller is a party or by which it is bound, or (ii) repurchase the affected Loan conflict with, result in a breach of, or Loans from the Trustee at the Purchase Price constitute (with due notice or lapse of time, or both) a default under, or result in the manner set forth below; providedcreation or imposition of any Lien upon any of the property or assets of such Seller pursuant to any note, howeverbond, that mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, to which such Seller is a party or by which it is bound, except, in the case of clauses (i)(A), (i)(B), (i)(D) and (ii), for any such substitution pursuant violations, conflicts, breaches, defaults or events that would not, individually or in the aggregate, impair the ability of such Seller to transfer the Shares or to consummate the transactions contemplated by this Agreement. (i) above shall not be effected prior There is no action, suit, proceeding or investigation pending or, to such Seller’s knowledge, currently threatened that questions the validity of this Agreement, or the right of such Seller to enter into this Agreement or to consummate the transactions contemplated by this Agreement. There are presently no outstanding judgments, decrees or orders of any court or any governmental or administrative agency against such Seller that question the validity of this Agreement, or the right of such Seller to enter into this Agreement or to consummate the transactions contemplated by this Agreement. (j) Such Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the delivery transactions contemplated by this Agreement for which the Company could become liable or otherwise obligated. (k) The Purchase Price payable to the Trustee Sellers for the sale of the Opinion of Counsel required by Section 2.05 hereofShares is not subject to U.S. federal withholding tax, if anyincluding under Sections 1441, 1445, and any 1471 through 1474 of the Code. The purchase of Shares from each Seller constitutes a “substantially disproportionate redemption of stock,” as provided in Section 302(b)(2) of the Code, with respect to 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 J and the Mortgage File for any such Substitute LoanSeller. Notwithstanding the preceding sentence, any Loan that does The Shares offered by each Seller do not constitute a "qualified mortgage" “United States real property interests” within the meaning of Section 860G(a)(3897(c) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee Treasury Regulations thereunder. No Seller that is not a partnership for any expenses reasonably incurred by U.S. federal income tax purposes owns, or has owned within the Servicer or shorter of (i) such Seller’s holding period for the Trustee in respect Shares and (ii) the five year period ending on the Closing Date, more than 5% of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the fair market value of the related Loan or Company’s Class A Common Stock. No partner of a Seller that is a partnership for U.S. federal income tax purposes (a “Partnership Seller”) and, to the interests knowledge of the Certificateholders thereinSellers, notwithstanding no beneficial owner of such partner if such partner is itself a partnership or other flow-through entity for U.S. federal income tax purposes, owns, or has owned within the shorter of (i) such Seller's lack of knowledge with respect to ’s holding period for the substance of such representation or warrantyShares and (ii) the five year period ending on the Closing Date, such inaccuracy shall be deemed a breach by such Seller more than 5% of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit fair market value of the Certificateholders, the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Company’s Class will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such Seller, in each case without recourse, as shall be necessary to vest title in such Seller, or A Common Stock through its designee, with respect to the Trustee's equity interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalfPartnership Sellers. (d) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Sellers. and the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or related Subsequent Transfer Date, as applicable, or if so specified therein, as of the applicable Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or related Subsequent Transfer Date, as applicable, or if so specified therein, as of the applicable Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or related Subsequent Transfer Date, as applicable, or if so specified therein, as of the applicable Cut-off Date. (c) 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 Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate 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 Loan or the interests of the Certificateholders therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such Seller, in each case without recourse, as shall be necessary to vest title in such Seller, or its designee, with respect to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Sellers. Each Seller represents, warrants and the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania covenants to and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) 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 Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate 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 Loan or the interests of the Certificateholders therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, agrees with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or LoansPurchaser, as of the date of substitutionthis Agreement, as of the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution Settlement Date and the deposit to Consideration Shares Payment Date that: (a) Such Seller is duly organized and validly existing under the Certificate Account laws of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit jurisdiction of the Certificateholders relating State of Delaware, with power and authority to own its properties and to conduct its business as such Deleted Loan properties shall be currently owned and such business is presently conducted, and has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the appropriate Seller transactions herein contemplated. (b) The execution, delivery and shall execute performance of this Agreement, and deliver at the appropriate Seller's direction such instruments consummation of transfer or assignment prepared the transactions contemplated herein, have been duly authorized by such Seller, and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or by general equity principles. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions hereby (i) do not conflict with the provisions of such Seller’s governing instruments, (ii) will not violate any provisions of applicable law or regulation or any applicable order of any court or regulatory body, in each case without recoursecase, as shall be necessary any such provision or order applies to vest title such Seller and (iii) will not result in such Sellerthe breach of, or constitute a default, or require any consent, under any agreement, instrument or document to which it is a party or by which it or any of its designeeproperty may be bound or affected, with respect except, in the case of clause (ii) or clause (iii) above, to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which extent that the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance failure of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances representation and warranty to be measured as of true would not reasonably be expected to have a material and adverse effect on the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account performance by such Seller of its obligations under, or the validity or enforceability of, this Agreement, or on the value, validity or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit enforceability of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor Purchased Notes or the Trustee on their behalfPurchased Warrants. (d) The representations and warranties made pursuant No actions, suits, proceedings or governmental investigations at law or in equity are pending or active (or, to its knowledge, threatened in writing) against such Seller before any governmental authority or any arbitrator (i) asserting the invalidity of this Section 2.03 shall survive delivery Agreement, (ii) seeking to prevent the consummation of any of the respective Mortgage Files transactions contemplated by this Agreement, or (iii) seeking any determination or ruling that would reasonably be expected to have a material and adverse effect on the performance by such Seller of its obligations under, or the validity or enforceability of, this Agreement, or on the value, validity or enforceability of the Purchased Notes or the Purchased Warrants. (e) Such Seller has obtained all consents and authorizations (including all required consents and authorizations of any governmental authority) that are necessary to be obtained by it in connection with the execution, delivery and performance by such Seller of this Agreement, and each such consent and authorization is in full force and effect, in each case, except to the Trustee for extent that the benefit failure to obtain any such consent or authorization would not reasonably be expected to have a material and adverse effect on the performance by such Seller of its obligations under, or the validity or enforceability of, this Agreement, or on the value, validity or enforceability of the CertificateholdersPurchased Notes or the Purchased Warrants. (f) No filing with, or authorization, approval, consent, notice, license, order, registration, qualification, decree or other action of, any court, governmental authority or agency or any other person is necessary to be filed, noticed, or otherwise applied for by the Sellers, other than ordinary course filings under securities laws, in connection with (i) the sale by such Seller of the Purchased Notes and the Purchased Warrants, (ii) the authorization, execution, delivery and performance by such Seller of this Agreement or (iii) the consummation by such Seller of the transactions contemplated hereby, except such as have been, or at the Settlement Date will have been, obtained and are in full force and effect as of the Settlement Date. (g) As of the Settlement Date (i) the Sellers have good and marketable title to the Purchased Notes and the Purchased Warrants, free and clear of any lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance or restrictions on transferability, and the Sellers have the full right, power and lawful authority to assign, transfer and sell the Purchased Notes and the Purchased Warrants, and (ii) the consummation of the transactions contemplated by this Agreement shall not cause the Purchased Notes and Purchased Warrants, to be subject to any lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance of the Sellers or any of their creditors. (h) Such Seller has not pledged, assigned, sold, granted a security interest in or otherwise encumbered or conveyed any interest in any of the Purchased Notes or the Purchased Warrants and no effective financing statement or other instrument similar in effect naming or purportedly naming such Seller as debtor and covering all or any part of the Purchased Notes or the Purchased Warrants is on file in any recording office. (i) Such Seller has not received written notice of, and has no actual knowledge of, any offsets, counterclaims or other defenses with respect to the Purchased Notes or the Purchased Warrants.

Representations, Warranties and Covenants of the Sellers. and the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Pennsylvania, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania Popular Funding and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE IIF respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Pennsylvania, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania Popular Funding and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE IIIF respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) 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 Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted LoanDELETED LOAN") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate 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 Loan or the interests of the Certificateholders therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. Notwithstanding any provision of the preceding paragraph to the contrary, the parties agree that a breach of a representation or warranty set forth in Section 47, 50, 51 or 57-62 of Schedules IIIA through IIIF shall be deemed to materially and adversely affect the interests of the Certificateholders in the related Loan and the related Seller shall be required to repurchase or substitute for such Loan in accordance with the provisions of this Section 2.03. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such Seller, in each case without recourse, as shall be necessary to vest title in such Seller, or its designee, with respect to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment AmountSUBSTITUTION ADJUSTMENT AMOUNT") plus an amount equal to the sum of (a) the aggregate of any unreimbursed Advances with respect to such Deleted Loans and (b) any costs and damages incurred by the Trust Fund in connection with such Deleted Loan prior to the date of such substitution shall be deposited in the Certificate Account by such Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding following the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Sellers. and the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as 8.1 Each of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer Sellers hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) 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 Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and severally but not jointly represents, warrants and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate 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 Loan or the interests of the Certificateholders therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee undertakes for the benefit of the CertificateholdersPurchaser, by way of an independent guarantee agreement under Section 311 paragraph 1 BGB, for that the Mortgage Notefollowing is true and correct as of Signing and as of Closing and, without creating any additional rights or remedies whatsoever beyond those provided for in Section 10, agrees and acknowledges that the MortgagePurchaser is entering into this Agreement in reliance on such representations, warranties and undertakings: a) Such Seller has the related assignment right, power and authority to execute and perform this Agreement and to carry out the transactions contemplated hereby. b) This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, subject to applicable insolvency and other similar laws affecting the enforceability of creditors’ rights generally. c) Neither the execution and performance of this Agreement nor the consummation of the Mortgagetransactions contemplated hereby will conflict with, or result in, a breach or violation of any of the terms of, or constitute a default under, or require any consent not yet obtained with respect to, any other agreement or instrument by which such Seller is bound, or any existing law, regulation, judgment or order applicable to such Seller. d) With a view to Section 1365 BGB, such Seller, if anyan individual, represents (i) that the Shares sold by him or her do not represent all or substantially all of the personal property of such Seller, or (ii) that such Seller has obtained the written consent of his or her spouse to the extent required pursuant to Section 1365 BGB, which consent is attached hereto as Exhibit 8.1d) (“Spousal Consents”). e) All shares in the Company held by such Seller (i) are duly authorized, validly issued, fully paid, and non-assessable; (ii) are held of record and beneficially owned by such Seller or the beneficial owner has consented to the transactions set forth in this Agreement; and (iii) are free and clear of any encumbrances, pledge rights, usufructs or other documents and agreements rights of third parties, except as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due specifically disclosed with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund Known Plaintiff Shares and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received only in respect of such Deleted Loan. The Servicer shall amend shares and not any other Seller Shares. f) To the Loan Schedule for the benefit knowledge of such Seller, there are no dividends of the Certificateholders Company that have been declared but are unpaid as to reflect such Seller’s Shares. Table of Contents g) Such Seller has not entered into any agreement to transfer the removal of shares held by such Deleted Loan Seller other than as to transfers resulting in the capitalization as reflected in Schedule 9.2b) and all indications in Schedule 9.2b) are true and accurate as to such Seller. h) Such Seller has executed the substitution of the Substitute Loan or Loans Pooling Agreement 2002 and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be is currently subject to the terms of this Agreement in all respects, and the appropriate drag-along provisions thereof. i) Such Seller shall be deemed has no option or other right to have made with respect to such Substitute Loan or Loans, as acquire shares of the date Company and hereby waives any such rights which such Seller may have. j) Other than such Seller’s knowledge of substitutionthe Known Lawsuit to the extent specifically disclosed to the Purchaser, to the knowledge of such Seller, there are no claims, nor are there any facts or circumstances that may give rise to a claim, disputing or challenging the title to any of such Seller’s Shares. 8.2 Each Seller hereby covenants and agrees that a) such Seller will remain subject to the drag-along provisions of the Pooling Agreement 2002 through Closing; b) such Seller will make no transfer of any shares in the Company held by such Seller prior to Closing; c) in the case of a meeting of the shareholders of the Company (or other form of decision by the shareholders of the Company as shareholders of the Company) between Signing and Closing, such Seller will use its rights as a shareholder of the Company to give effect to the provisions of the present Agreement and to render the representations and warranties made pursuant to in Section 2.03(b)9.19 true and correct. Upon any Furthermore, such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such Seller, in each case without recoursewill, as shall be necessary to vest title in such Sellerfrom Signing, or its designee, with respect to not take any action that would render the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) The representations and warranties made pursuant to this in Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders9.19 untrue or incorrect.

Representations, Warranties and Covenants of the Sellers. and the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor Depositor, the Insurer and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor Depositor, the Insurer and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor Depositor, the Insurer and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) Upon discovery by any of the parties hereto or the Insurer 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 or the Insurer in any Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders or the Insurer such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate Seller Seller, the Insurer 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 Loan or the interests of the Certificateholders or the Insurer therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit of the Certificateholders, Certificateholders and the Insurer the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class will include the monthly payment due on any Deleted Loan from the Applicable Group for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders and the Insurer to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders and the Insurer relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such Seller, in each case without recourse, as shall be necessary to vest title in such Seller, or its designee, with respect to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders and the Insurer to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the CertificateholdersCertificateholders and the Insurer.

Representations, Warranties and Covenants of the Sellers. and the Master Servicer. ------------------------------------- (ia) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, Countrywide hereby make makes the representations and warranties set forth in Schedules IIA through IIE respectively(i) Schedule II-A and Schedule II-B hereto, and by this reference incorporated herein, to the Depositor Depositor, the Master Servicer and the Trustee, as of the Closing Date Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date; and Date with respect to the Mortgage Loans, and (iiiii) The Servicer hereby makes the representations and warranties set forth in Schedule IIXIII-B hereto, and by this reference incorporated herein, to the Depositor Depositor, the Master Servicer and the Trustee, as of the Closing Date Date, or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby make makes the representations and warranties set forth in Schedules IIIA through IIIE respectively(i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Granada Mortgage Loans. (b) The Master Servicer hereby makes the representations and warranties set forth in Schedule IV hereto, and by this reference incorporated herein to the Depositor and the Trustee as of the Closing Date. (c) Upon discovery by any of the parties hereto of a breach of a representation or warranty with respect to a Mortgage Loan made pursuant to Section 2.03(b2.03(a) that materially and adversely affects the interests of the Certificateholders in any that Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, Countrywide 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 with respect to a Mortgage Loan sold by it pursuant to Section 2.03(b2.03(a) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shallin that Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (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 Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase 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 J N and the Mortgage File for any such Substitute Mortgage Loan. Notwithstanding the preceding sentence, any The Seller repurchasing a Mortgage Loan that does not constitute a "qualified mortgage" within the meaning of pursuant to this Section 860G(a)(32.03(c) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Master Servicer and the Trustee for any expenses reasonably incurred by the Master Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate a 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 such that Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Mortgage Loan or Loans, such Seller sold to the Depositor by a Seller, Countrywide (on its own behalf and on the behalf of Park Granada) shall deliver to the Trustee for the benefit of the Certificateholders, Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate related Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter the appropriate that Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate related Seller shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b)2.03(a) with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the appropriate related Seller and shall execute and deliver at the appropriate such Seller's direction such instruments of transfer or assignment prepared by such SellerCountrywide (on its own behalf and on behalf of Park Granada), in each case without recourse, as shall be necessary to vest title in such that Seller, or its designee, with respect to the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate a Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance principal balance of all such Substitute Mortgage Loans sold to the Depositor by that Seller as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans repurchased by that Seller (such Stated Principal Balances to be measured as after application of the respective Due Dates 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 aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be deposited in the Certificate Account by such Seller Countrywide (on its own behalf and on behalf of Park Granada) on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In the event that the appropriate a Seller shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such that Seller became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit JN hereto, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders to such SellerPerson, and the Trustee shall execute and deliver at such SellerPerson's direction such instruments of transfer or assignment prepared by such SellerPerson, 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 Seller Person to cure, repurchase or replace any Mortgage Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers Persons respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) . The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Sellers. and the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as 37 Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor Depositor, the Guarantor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor Depositor, the Guarantor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor Depositor, the Guarantor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) Upon discovery by any of the parties hereto or the Guarantor 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 or the Guarantor in any Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Any breach of the representations and warranties set forth in items 44, 45 and 65 of Schedules III-A through III-E shall automatically be deemed to be "material and adverse to Guarantor's interest." Each Seller, for itself and not jointly and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders or the Guarantor such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate Seller Seller, the Guarantor 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 Loan or the interests of the Certificateholders or the Guarantor therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit of the Certificateholders, Certificateholders and the Guarantor the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders and the Guarantor to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders and the Guarantor relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such Seller, in each case without recourse, as shall be necessary to vest title in such Seller, or its designee, with respect to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders and the Guarantor to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the CertificateholdersCertificateholders and the Guarantor.

Representations, Warranties and Covenants of the Sellers. and the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor Depositor, the Insurer and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor Depositor, the Insurer and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor Depositor, the Insurer and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) Upon discovery by any of the parties hereto or the Insurer 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 or the Insurer in any Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders or the Insurer such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted LoanDELETED LOAN") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate Seller Seller, the Insurer 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 Loan or the interests of the Certificateholders or the Insurer therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit of the Certificateholders, Certificateholders and the Insurer the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class and Payment Component will include the monthly payment due on any Deleted Loan from the Applicable Group for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders and the Insurer to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders and the Insurer relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such Seller, in each case without recourse, as shall be necessary to vest title in such Seller, or its designee, with respect to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment AmountSUBSTITUTION ADJUSTMENT AMOUNT") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders and the Insurer to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the CertificateholdersCertificateholders and the Insurer.

Representations, Warranties and Covenants of the Sellers. and the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) 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 Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate 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 Loan or the interests of the Certificateholders therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such Seller, in each case without recourse, as shall be necessary to vest title in such Seller, or its designee, with respect to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Sellers. and the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor Depositor, the Insurer and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor Depositor, the Insurer and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor Depositor, the Insurer and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) Upon discovery by any of the parties hereto or the Insurer 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 or the Insurer in any Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders or the Insurer such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate Seller Seller, the Insurer 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 Loan or the interests of the Certificateholders or the Insurer therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit of the Certificateholders, Certificateholders and the Insurer the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders and the Insurer to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders and the Insurer relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such Seller, in each case without recourse, as shall be necessary to vest title in such Seller, or its designee, with respect to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit J, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders and the Insurer to such Seller, and the Trustee shall execute and deliver at such Seller's direction such instruments of transfer or assignment prepared by such Seller, 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 Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the CertificateholdersCertificateholders and the Insurer.

Representations, Warranties and Covenants of the Sellers. and the Servicer. ----------------- (ia) Equity One-Delaware[insert definition of each Seller], Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, each in their capacities its capacity as Sellersa Seller, hereby make makes the representations and warranties set forth in Schedules IIA through IIE respectivelySchedule II hereto, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date Date, or if so specified therein, as of the Cut-off Date; and. (iib) The Servicer [insert definition of each Seller], each in its capacity as a Seller, hereby makes the representations and warranties set forth in Schedule IIXIII hereto, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified thereinDate, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) Upon discovery by any of the parties hereto of a breach of a representation or warranty made pursuant to Section 2.03(a) or Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, The Sellers hereby covenants covenant that within 90 days of the earlier of its discovery or its their receipt of written notice from any party of a breach of any representation or warranty made pursuant to Section 2.03(a) or Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach which materially and adversely affects the interests of the Certificateholders such in any Loan, the appropriate Seller shall, shall cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section Section; or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J N and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate 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 Loan or the interests of the Certificateholders therein, notwithstanding such the appropriate Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such the appropriate Seller shall deliver to the Trustee for the benefit of the Certificateholders, Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class Certificateholders will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b)) with respect to such Loan. Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at the appropriate Seller's direction such instruments of transfer or assignment prepared by such the appropriate Seller, in each case without recourse, as shall be necessary to vest title in such the appropriate Seller, or its designee, with respect to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance principal balance of all such Substitute Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as after application of the respective Due Dates 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 aggregate of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such the appropriate Seller on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunder. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such the appropriate Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit JN hereto, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders to such SellerPerson, and the Trustee shall execute and deliver at such SellerPerson's direction such instruments of transfer or assignment prepared by such SellerPerson, 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 Seller Person to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers Persons respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) . The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Sellers. Each Seller represents and warrants to the Servicer. ----------------- (i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectivelyBuyer, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) 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 Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, 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 pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase 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 J and the Mortgage File for any such Substitute Loan. Notwithstanding the preceding sentence, any Loan that does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate 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 Loan or the interests of the Certificateholders therein, notwithstanding such Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Loan or Loans, such Seller shall deliver to the Trustee for the benefit of the CertificateholdersBuyer, the Mortgage Note, the Mortgage, the related assignment as follows: (a) The offer and sale of the MortgageSeller Shares is exempt from registration under the Securities Act pursuant to an exemption thereunder; (b) The Seller Shares are "restricted securities" as defined under Rule 144(a)(3) promulgated under the Securities Act. Each Seller acquired and fully paid for the Seller Shares on August 16, if any2007. Each Seller (i) was an accredited investor on the acquisition date of the Seller Shares and (ii) acquired the Seller Shares for his own account for investment only and with no intention of or arrangement for distributing any of such Shares; (c) This Agreement has been duly authorized, validly executed and delivered on behalf of each Seller and is a valid and binding agreement and obligation of each Seller enforceable against such Seller in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and such other documents each Seller has full power and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted authority to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class will include the monthly payment due on any Deleted Loan for such month and thereafter the appropriate Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Loan and the substitution of the Substitute Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate Seller shall be deemed to have made with respect to such Substitute Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b). Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Loan to the appropriate Seller and shall execute and deliver at this Agreement and the appropriate Seller's direction such instruments other agreements and documents contemplated hereby and to perform his obligations hereunder and thereunder; (d) Each Seller is the legal, beneficial and registered owner of transfer or assignment prepared by such Sellerhis respective Shares, in each case without recourse, as shall be necessary to vest title in such Seller, or its designee, with respect to the Trustee's interest in any Deleted Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Loans is less than the aggregate Stated Principal Balance of all such Deleted Loans (such Stated Principal Balances to be measured as of the respective Due Dates in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate free and clear of any unreimbursed Advances with respect to such Deleted Loans shall be deposited in the Certificate Account by such Seller on liens, charges or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Loan became required to be purchased or replaced hereunderencumbrances. In the event that the appropriate Seller shall have repurchased a Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Seller became obligated hereunder to repurchase or replace such Loan and upon such deposit Upon payment of the Purchase Price, the delivery Buyer will acquire all right, title and interest in the Seller Shares, free and clear of all liens, charges or encumbrances; (e) In connection with the offer and sale of the Opinion Seller Shares, neither the Sellers nor any affiliate of Counsel required by Section 2.05 and receipt of a Request for Release the Sellers or any person acting on any Seller’s or any Seller’s affiliates’ behalf has engaged in the any form of Exhibit J, “general solicitation” or “general advertising” as those terms are used in Rule 502(c) under the Trustee shall release Securities Act; and (f) Each Seller has reviewed all restrictions upon and conditions to the related Mortgage File held for the benefit transfer of the Certificateholders Seller Shares and there are no such restrictions and conditions in order to such Sellerconsummate the sale of the Seller Shares to Buyer as contemplated by this Agreement. Such Shares are not as of the date of this Agreement, and as of the Trustee shall execute and deliver at transfer date of such Seller's direction such instruments of transfer or assignment prepared by such SellerShares will not be, in each case without recoursesubject to any restriction on transfer, except for restrictions under the Securities Act and, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of any Seller to cure, repurchase or replace any Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholderstransfer date will be, free from all taxes, liens, claims and encumbrances directly or indirectly suffered by any Seller.

Representations, Warranties and Covenants of the Sellers. and the Master Servicer. ------------------------------------ (ia) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, Countrywide hereby make makes the representations and warranties set forth in Schedules IIA through IIE respectively(i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to all of the Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes the representations and warranties set forth in (i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the representations and warranties set forth in (i) Schedule II-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes the representations and warranties set forth in (i) Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Sienna Mortgage Loans. (b) The Master Servicer hereby makes the representations and warranties set forth in Schedule IV hereto, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and (ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date. (c) Upon discovery by any of the parties hereto of a breach of a representation or warranty with respect to a Mortgage Loan made pursuant to Section 2.03(b2.03(a) that materially and adversely affects the interests of the Certificateholders in any that Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, 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 with respect to a Mortgage Loan sold by it pursuant to Section 2.03(b2.03(a) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shallin that Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (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 Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase 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 J N and the Mortgage File for any such Substitute Mortgage Loan. Notwithstanding the preceding sentence, any The Seller repurchasing a Mortgage Loan that does not constitute a "qualified mortgage" within the meaning of pursuant to this Section 860G(a)(32.03(c) of the Code shall be subject to substitution or repurchase as provided in Section 2.05(b) of this Agreement. The appropriate Seller shall promptly reimburse the Master Servicer and the Trustee for any expenses reasonably incurred by the Master Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties described in this Section which are made to the best of a Seller's knowledge, if it is discovered by either the Depositor, the appropriate a 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 such that Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach by such Seller of the applicable representation or warranty. With respect to any Substitute Mortgage Loan or LoansLoans sold to the Depositor by a Seller, such Seller Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna) shall deliver to the Trustee for the benefit of the Certificateholders, Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, if any, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the appropriate related Seller on the next succeeding Distribution Date. For the month of substitution, distributions to the relevant Class Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter the appropriate that Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the appropriate related Seller shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b)2.03(a) with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the appropriate related Seller and shall execute and deliver at the appropriate such Seller's direction such instruments of transfer or assignment prepared by such SellerCountrywide (on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna), in each case without recourse, as shall be necessary to vest title in such that Seller, or its designee, with respect to the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. For any month in which the appropriate a Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such Substitute Mortgage Loans sold to the Depositor by that Seller as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans repurchased by that Seller (such Stated Principal Balances to be measured as after application of the respective Due Dates 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 aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be deposited in the Certificate Account by such Seller Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna) on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In the event that the appropriate a Seller shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such that Seller became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit JN hereto, the Trustee shall release the related Mortgage File held for the benefit of the Certificateholders to such SellerPerson, and the Trustee shall execute and deliver at such SellerPerson's direction such instruments of transfer or assignment prepared by such SellerPerson, 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 Seller Person to cure, repurchase or replace any Mortgage Loan as to which a breach of a representation or warranty has occurred and is continuing shall constitute the sole and exclusive remedy against such Sellers Persons respecting such breach of a representation and warranty available to Certificateholders, the Depositor or the Trustee on their behalf. (d) . The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders.