Common use of Purchase and Substitution Clause in Contracts

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to the related Group shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. Upon discovery by the Seller, the Servicer, any Subservicer, the Custodian, the Indenture Trustee, the Note Insurer or any Noteholders or the Certificateholder of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the Securityholders, or which materially and adversely affects the interests of the Note Insurer or the Securityholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, promptly cure such breach in all material respects, or (b) on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage Loan, in the manner and at the price specified in Section 2.05(b) above or (2) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans. Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the Indenture Trustee a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in the related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01 3.03 and 3.02 above with respect to the related Group 3.04, shall survive the transfer and assignment conveyance of the Mortgage Home Loans to the Issuer Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Notes Securities to the Noteholders and the Certificates to the CertificateholdersSecurityholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee, the Note Securities Insurer or any Noteholders or the Certificateholder Securityholder of a breach of any of such representations and 57 warranties which materially and adversely affects the value of Mortgage the Home Loans or the interest of the SecurityholdersSecurityholders or the Securities Insurer, or which materially and adversely affects the interests of the Note Insurer Securityholders or the Securityholders Securities Insurer in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller Transferor shall either (a) within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, promptly cure such breach in all material respectsrespects unless such requirement is waived by the Securities Insurer. If, however, within 60 days after the notice of such breach to the Transferor such breach has not been remedied by the Transferor or waived by the Securities Insurer and such breach materially and adversely affects the interests of the Securityholders or the Securities Insurer generally or in the related Home Loan (b) the "Defective Home Loan"), the Seller shall cause the Transferor on or before the Determination Date next succeeding the end of the such 60 day period described in clause (a), either (1i) purchase such Mortgage Loan, in the manner and at the price specified in Section 2.05(b) above or (2) to remove such Mortgage Defective Home Loan from the Owner Trust Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage LoansHome Loans in the manner and subject to the conditions set forth in this Section 3.05 or (ii) to purchase such Defective Home Loan at a purchase price equal to the Purchase Price (as defined below) by depositing such Purchase Price in the Collection Account. In addition, the Transferor shall indemnify the Trust and the Securities Insurer for any losses incurred in excess of the proceeds received from the repurchase or substitution of any such Defective Home Loan. In the event the Seller or the Transferor is notified that any Mortgaged Property is not free of damage or not in good repair, regardless of the Transferor's knowledge, the Seller shall cause the Transferor to (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such Mortgaged Property such that such Mortgaged Property is free of damage and in good repair. The Transferor shall provide the Servicer, the Securities Insurer, the Indenture Trustee and the Issuer with a certification of a Responsible Officer on the Determination Date next succeeding the end of such 60 day period indicating whether the Transferor is purchasing the Defective Home Loan or substituting in lieu of such Defective Home Loan a Qualified Substitute Home Loan. With respect to the purchase of a Defective Home Loan pursuant to this Section, the "Purchase Price" shall be equal to the Principal Balance of such Defective Home Loan as of the date of purchase, plus all accrued and unpaid interest on such Defective Home Loan to but not including the Due Date in the Due Period most recently ended prior to such Determination Date computed at the applicable Home Loan Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Defective Home Loan, which Purchase Price shall be deposited in the Collection Account (after deducting therefrom any amounts received in respect of such repurchased Defective Home Loan and being held in the Collection Account for future distribution to the extent such amounts represent recoveries of principal not yet applied to reduce the related Principal Balance or interest (net of the Servicing Fee) for the period from and after the Due Date in the Due Period most recently ended prior to such Determination Date). Any such substitution of Home Loans pursuant to this Section 3.05(a) and Section 2.06(c) shall be accompanied by payment by the Seller Transferor of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Collection Account. For purposes of calculating the related Available Remittance Collection Amount for any Payment Distribution Date, amounts paid by the Seller Transferor pursuant to this Section 3.03 3.05 in connection with the repurchase or substitution of any Mortgage Defective Home Loan that are on deposit in the related Principal and Interest Collection Account as of the Determination Date for such Payment Distribution Date shall be deemed to have been paid 58 during the related Due Period and shall be transferred to the related Note Distribution Account to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount5.01(c). As to any Deleted Mortgage Home Loan for which the Seller Transferor substitutes a Qualified Substitute Mortgage Home Loan or Loans, the Servicer Transferor shall effect such substitution by delivering (i) to the Issuer a certification executed by a Responsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account to be remitted to the Indenture Trustee a certification in for deposit into the form attached hereto as Exhibit I, executed by a Servicing OfficerNote Distribution Account and/or the Certificate Distribution Account, and (ii) to the Custodian on behalf of the Indenture Trustee, the documents constituting the Indenture Trustee's Mortgage Loan File for such Qualified Substitute Mortgage Home Loan or Loans. In addition to the preceding repurchase obligations, each of the Transferor and Servicer shall have the option, exercisable in its sole discretion at any time, to repurchase from the Issuer or to substitute one or more Qualified Substitute Home Loans for any Home Loan that is in foreclosure or default; provided that any repurchase or substitution pursuant to this paragraph is conducted in the same manner as the repurchase or substitution, respectively, of a Defective Home Loan pursuant to this Section 3.05. (b) The Servicer shall deposit in the related Principal and Interest Collection Account all payments received in connection with such Qualified Substitute Mortgage Home Loan or Loans after the date of such substitution. Monthly Payments All payments received with respect to Qualified Substitute Mortgage Home Loans on or before the date of substitution will be retained by the SellerTransferor. The Trust Issuer will own be entitled to all payments received on the Deleted Mortgage Home Loan on or before the date of substitution, and the Seller Transferor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Home Loan. The Servicer Transferor shall give written notice to the Issuer, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and the Note Securities Insurer that such substitution has taken place and shall amend the related Mortgage Home Loan Schedule to reflect (i) the removal of such Deleted Mortgage Home Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Home Loan. The Servicer Transferor shall promptly deliver to the Issuer, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and the Securities Insurer a copy of the related amended Mortgage Home Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Home Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller Transferor shall be deemed to have made with respect to such Qualified Substitute Mortgage Home Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 aboveSection 3.03. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer Transferor will deposit into the related Principal and Interest Account, Collection Account an amount equal to the related Substitution Adjustment, if any. In addition, on the date of such substitution, the Issuer shall cause the Indenture Trustee to release the Deleted Home Loan from the lien of the Indenture and the Issuer will cause such Qualified Substitute Home Loan to be pledged to the Indenture Trustee under the Indenture as part of the Owner Trust Estate. (c) It is understood and agreed that the obligations of the Seller Transferor set forth in Sections 2.05 and 3.03 above this Section 3.05 to cure, purchase or substitute for a defective Mortgage Defective Home Loan as provided (and to indemnify the Trust and the Securities Insurer for losses in such Sections 2.05 and 3.03 (and, in the case of connection with a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)Defective Home Loan) constitute the sole remedies of the Issuer, the Note InsurerIndenture Trustee, the Noteholders Securityholders and the Certificateholders Securities Insurer hereunder respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made contained in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party 3.03 and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement3.

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to the related Group shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. Upon discovery by the SellerRepresentative, the Servicer, any Subservicer, the any Custodian, the Indenture Trustee, the Note Insurer or any Noteholders Co- Trustee or the Certificateholder Certificate Insurer of a breach of any of such representations and warranties (or, in the case of any Subsequent Mortgage Loan, any additional representation or warranty set forth in Section 2.01(d) of the Insurance Agreement) which materially and adversely affects the value of the Mortgage Loans or the interest of the SecurityholdersCertificateholders, or which materially and adversely affects the interests of the Note Insurer Certificate Insurer, or the Securityholders Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or Originators' best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) within Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Representative shall (a) promptly cure such breach in all material respects, or (b) on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage LoanLoan by depositing in the applicable Principal and Interest Account, on the next succeeding Determination Date, an amount in the manner and at the price specified in Section 2.05(b) above ), or (2c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans. Any , provided such substitution shall be accompanied by payment by is effected not later than the Seller of date which is two years after the Substitution AdjustmentStartup Day or at such later date, if any, to be deposited by the Servicer in the related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance Trustee and the Original Pre-Funded AmountCertificate Insurer receive an Opinion of Counsel that such substitution would not constitute a Prohibited Transaction or cause the Trust Fund to fail to qualify as a REMIC at any time any Certificates are outstanding. As to any Deleted Mortgage Loan for which the Seller Representative substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the Indenture Trustee (or, with respect to the Pool III Mortgage Loans, the Co-Trustee) a certification in the form attached hereto as Exhibit IJ, executed by a Servicing Officer, Officer and the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in the related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement.

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to the related Group shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholdershereunder. Upon discovery by the Sellerany Depositor, the Servicer, any Subservicer, the any Custodian, a Responsible Officer of the Indenture Trustee, the Note Insurer or any Noteholders Trustee or the Certificateholder Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the SecurityholdersTrustee, or the Certificateholders, or which materially and adversely affects the interests of the Note Insurer Trustee, the Certificate Insurer, or the Securityholders Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) within Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage LoanDetermination Date, in the manner and at the price specified in Section 2.05(b) above 2.06(b), or (2) remove such Mortgage Loan from by causing the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or LoansLoans is substituted, the Servicer shall effect such substitution by delivering to the Indenture Trustee or the Custodian on behalf of the Trustee, a certification in the form of Exhibit B attached hereto as Exhibit Ito the Custodial Agreement, executed by a Servicing OfficerOfficer and delivering to the Trustee (or the Custodian on behalf of the Trustee, and with a copy of such certification to the Trustee) a copy of such certification, the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in Loans and a trust receipt of the related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice Custodian as to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement.

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to the related Group shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholdershereunder. Upon discovery by the Sellerany Depositor, the Servicer, any Subservicer, the any Custodian, a Responsible Officer of the Indenture Trustee, the Note Insurer or any Noteholders Trustee or the Certificateholder Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the SecurityholdersTrustee, or the Certificateholders, or which materially and adversely affects the interests of the Note Insurer Trustee, the Certificate Insurer, or the Securityholders Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) within Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage LoanDetermination Date, in the manner and at the price specified in Section 2.05(b) above 2.06(b), or (2) remove such Mortgage Loan from by causing the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the Indenture Trustee a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in the related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement.

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to the related Group shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholdershereunder. Upon discovery by the Sellerany Depositor, the Servicer, any Subservicer, the any Custodian, a Responsible Officer of the Indenture Trustee, the Note Insurer or any Noteholders Trustee or the Certificateholder Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the SecurityholdersTrustee, or the Certificateholders, or which materially and adversely affects the interests of the Note Insurer Trustee, the Certificate Insurer, or the Securityholders Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) within Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage LoanDetermination Date, in the manner and at the price specified in Section 2.05(b) above 2.06(b), or (2) remove such Mortgage Loan from by causing the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or LoansLoans is substituted, the Servicer shall effect such substitution by delivering to the Indenture Trustee a certification in the form attached hereto as Exhibit IJ, executed by a Servicing OfficerOfficer and delivering to the Trustee (or the Custodian on behalf of the Trustee, and with a copy of such certification to the Trustee) a copy of such certification, the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in Loans and a trust receipt of the related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice Custodian as to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01 3.03 and 3.02 above with respect to the related Group 3.04, shall survive the transfer and assignment conveyance of the Mortgage Home Loans to the Issuer Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Notes Securities to the Noteholders and the Certificates to the CertificateholdersSecurityholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Transferor, the Custodian, the Issuer, the Indenture Trustee, the Note Securities Insurer or any Noteholders or the Certificateholder Securityholder of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage the Home Loans or the interest of the SecurityholdersSecurityholders or the Securities Insurer, or which materially and adversely affects the interests of the Note Insurer Securityholders or the Securityholders Securities Insurer in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller Transferor shall either (a) within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, promptly cure such breach in all material respects. If, however, within 60 days after the notice to the Transferor respecting such breach the Transferor has not remedied the breach and the breach materially and adversely affects the interests of the Securityholders or the Securities Insurer generally or in the related Home Loan (the "Defective Home Loan"), the Seller shall cause the Transferor on or before the Determination Date next succeeding the end of such 60 day period either (i) to remove such Defective Home Loan from the Trust (in which case it shall become a Deleted Home Loan) and substitute one or more Qualified Substitute Home Loans in the manner and subject to the conditions set forth in this Section 3.05 or (bii) to purchase such Defective Home Loan at a purchase price equal to the Purchase Price (as defined below) by depositing such Purchase Price in the Collection Account. In addition, the Transferor shall indemnify the Trust and the Securities Insurer for any losses incurred in excess of the proceeds received from the repurchase or substitution of any such Defective Home Loan. In the event the Seller or the Transferor is notified that any Mortgaged Property for a secured Home Loan is not free of damage or not in good repair, regardless of the Transferor's knowledge, the Seller shall cause the Transferor to (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such Mortgaged Property such that such Mortgaged Property is free of damage and in good repair. The Transferor shall provide the Servicer, the Securities Insurer, the Indenture Trustee and the Issuer with a certification of a Responsible Officer on the Determination Date next succeeding the end of the such 60 day period described indicating whether the Transferor is purchasing the Defective Home Loan or substituting in clause (a)lieu of such Defective Home Loan a Qualified Substitute Home Loan. With respect to the purchase of a Defective Home Loan pursuant to this Section, either (1) purchase the "Purchase Price" shall be equal to the Principal Balance of such Mortgage Defective Home Loan as of the date of purchase, plus all accrued and unpaid interest on such Defective Home Loan to but not including the Due Date in the 56 Due Period most recently ended prior to such Determination Date computed at the applicable Home Loan Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Defective Home Loan, which Purchase Price shall be deposited in the manner Collection Account (after deducting therefrom any amounts received in respect of such repurchased Defective Home Loan and at being held in the price specified Collection Account for future distribution to the extent such amounts represent recoveries of principal not yet applied to reduce the related Principal Balance or interest (net of the Servicing Fee) for the period from and after the Due Date in the Due Period most recently ended prior to such Determination Date). Any substitution of Home Loans pursuant to this Section 2.05(b) above or (2) remove such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan3.05(a) and substitute one or more Qualified Substitute Mortgage Loans. Any such substitution Section 2.06(c) shall be accompanied by payment by the Seller Transferor of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Collection Account. For purposes of calculating the related Available Remittance Collection Amount for any Payment Distribution Date, amounts paid by the Seller Transferor pursuant to this Section 3.03 3.05 in connection with the repurchase or substitution of any Mortgage Defective Home Loan that are on deposit in the related Principal and Interest Collection Account as of the Determination Date for such Payment Distribution Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account to be retained therein or transferred to the Certificate Distribution Account pursuant to Section 5.04(i5.01(c) on the Determination Date for such Payment Distribution Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Home Loan for which the Seller Transferor substitutes a Qualified Substitute Mortgage Home Loan or Loans, the Servicer Transferor shall effect such substitution by delivering to the Indenture Trustee Issuer (i) a certification in the form attached hereto as Exhibit I, executed by a Servicing OfficerResponsible Officer of the Transferor to the effect that the Substitution Adjustment has been credited to the Collection Account and remitted to the Indenture Trustee for deposit into the Note Distribution Account and/or the Certificate Distribution Account, and (ii) the documents constituting the Indenture Trustee's Mortgage Loan File for such Qualified Substitute Mortgage Home Loan or Loans. In addition to the preceding repurchase obligations, each of the Seller and the Transferor shall have the option, exercisable in its sole discretion at any time, to repurchase, or to substitute one or more Qualified Substitute Home Loans for, any Home Loan from the Issuer in the event that such Home Loan is in foreclosure, default or imminent default; provided that any repurchase or substitution pursuant to this paragraph is conducted in the same manner as the repurchase or substitution, respectively, of a Defective Home Loan pursuant to this Section 3.05. (b) The Servicer shall deposit in the related Principal and Interest Collection Account all payments received in connection with such Qualified Substitute Mortgage Home Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Home Loans on or before the date of substitution will be retained by the SellerTransferor. The Trust Issuer will own be entitled to all payments received on the Deleted Mortgage Home Loan on or before the date of substitution, and the Seller Transferor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Home Loan. The Servicer Transferor shall give written notice to the Issuer, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and the Note Securities Insurer that such substitution has taken place and shall amend the related Mortgage Home Loan Schedule to reflect (i) the removal of such Deleted Mortgage Home Loan from the terms of this Agreement and (ii) the substitution of the Qualified Substitute Mortgage Home Loan. The Servicer Transferor shall promptly deliver to the Issuer, the Servicer (if the Transferor is not then acting as such), the Indenture Trustee and the Securities Insurer a copy of the related amended Mortgage Home Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Home Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller Transferor shall be deemed to have made with 57 respect to such Qualified Substitute Mortgage Home Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 aboveSection 3.03. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer Transferor will deposit into the related Principal and Interest Account, Collection Account an amount equal to the related Substitution Adjustment, if any. In addition, on the date of such substitution, the Issuer shall cause the Indenture Trustee to release the Deleted Home Loan from the lien of the Indenture and the Issuer will cause such Qualified Substitute Home Loan to be pledged to the Indenture Trustee under the Indenture as part of the Trust Estate. (c) It is understood and agreed that the obligations of the Seller Transferor set forth in Sections 2.05 and 3.03 above this Section 3.05 to cure, purchase or substitute for a defective Mortgage Defective Home Loan (and to indemnify the Trust and the Securities Insurer for certain losses as provided described herein in such Sections 2.05 and 3.03 (and, in the case of connection with a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)Defective Home Loan) constitute the sole remedies of the Issuer, the Note InsurerIssuer, the Noteholders Indenture Trustee, the Securityholders and the Certificateholders Securities Insurer hereunder respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made contained in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party 3.03 and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement3.

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to the related Group shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholdershereunder. Upon discovery by the Sellerany Depositor, the Servicer, any Subservicer, the any Custodian, a Responsible Officer of the Indenture Trustee, the Note Insurer or any Noteholders Trustee or the Certificateholder Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the SecurityholdersTrustee, or the Certificateholders, or which materially and adversely affects the interests of the Note Insurer Trustee, the Certificate Insurer, or the Securityholders Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's Depositors' best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) within Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Servicer shall (a) promptly cure cure, or cause the applicable Depositor or the applicable Originator to cure, such breach in all material respects, or (b) purchase, or cause the applicable Depositor or applicable Originator to purchase, such Mortgage Loan by depositing in the Principal and Interest Account, on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage LoanDetermination Date, in the manner and at the price specified in Section 2.05(b) above 2.06(b), or (2) remove such Mortgage Loan from by causing the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Depositor or the applicable Originator to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller Servicer shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within notify the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or LoansCustodian, the Servicer shall effect such substitution by delivering to the Indenture Trustee a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in the related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to upon any Mortgage Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement.becoming an Unpaid

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to the related Group shall survive the transfer and assignment delivery of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the CertificateholdersTransferees. Upon discovery by the SellerTrustee, the Representative, any Transferee, the Servicer, any Subservicer, the Custodian, the Indenture Trustee, the Note Certificate Insurer or any Noteholders or the Certificateholder Custodian of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the SecurityholdersTransferees, or which materially and adversely affects the interests of the Note Insurer or the Securityholders in the related Mortgage Loan Transferees in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerRepresentative's or the Transferors' best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) within Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Representative shall (a) promptly cure cure, or cause the applicable Transferor to cure, such breach in all material respects, or (b) purchase, or cause the applicable Transferor to purchase, such Mortgage Loan by remitting to the Servicer for deposit in the Principal and Interest Account, on the next succeeding Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage Loanrelating to a Payment Date, in the manner and at the price specified in Section 2.05(b) above ), or (2) remove such Mortgage Loan from by substituting, or causing the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute applicable Transferor to substitute, one or more Qualified Substitute Mortgage Loans, provided such substitution is effected not later than the date which is two years after the Closing Date. Any such substitution shall be accompanied by payment by the Seller Representative or applicable Transferor of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller a Transferor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Representative shall effect such substitution by delivering to the Indenture Trustee applicable Transferee a certification in the form attached hereto to the Pooling and Servicing Agreement as Exhibit I, executed by a Servicing OfficerF, and delivering to the applicable Transferee the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in the related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01 3.03 and 3.02 above with respect to the related Group 3.04, shall survive the transfer and assignment conveyance of the Mortgage Home Loans to the Issuer Issuer, the Grant of the Home Loans to the Indenture Trustee and the delivery of the Notes to the Noteholders and the Certificates to the CertificateholdersNoteholders. Upon discovery by the Seller, the Servicer, any Subservicerthe Custodian, the CustodianIssuer, the Indenture Trustee, the Note Insurer or any Noteholders or the Certificateholder Noteholder of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage the Home Loans or the interest of the SecurityholdersNoteholders or the Note Insurer, or which materially and adversely affects the interests of the Noteholders or the Note Insurer or the Securityholders in the related Mortgage Home Loan in the case of a representation and warranty relating to a particular Mortgage Home Loan (notwithstanding that such representation and warranty was may have been made to the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) within 60 45 days of the earlier of its discovery or its receipt of notice of any breach of such a representation or warranty, or of its discovery or its receipt of notice of a material defect in a document contained in an Indenture Trustee's Home Loan File as referred to in the last sentence of Section 2.06(b) promptly cure such breach or the applicable defect, as applicable in all material respectsrespects unless such requirement is waived by the Note Insurer. If, however, within 45 days after Seller's discovery of or receipt of notice of such a breach or defective document, as applicable, such breach or defective document, as applicable, has not been remedied by the Seller or waived by the Note Insurer and such breach or defective document, as applicable, materially and adversely affects the interests of the Noteholders or the Note Insurer generally or in the related Home Loan (b) the "Defective Home Loan"), the Seller shall, on or before the Determination Date next succeeding the end of the 60 such 45 day period described in clause (a)period, either (1) purchase such Mortgage Loan, in the manner and at the price specified in Section 2.05(b) above or (2i) remove such Mortgage Defective Home Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Home Loan) and substitute one or more Qualified Substitute Mortgage LoansHome Loans in the manner and subject to the conditions set forth in this Section 3.05 or (ii) purchase such Defective Home Loan at a purchase price equal to the Purchase Price by depositing such Purchase Price in the Collection Account. In addition, the Seller shall indemnify the Issuer and the Note Insurer for any losses incurred in excess of the proceeds received from the repurchase or substitution of any such Defective Home Loan. In the event the Seller is notified that any Mortgaged Property is not free of damage or not in good repair, regardless of the Seller's knowledge, the Seller shall (x) substitute or purchase the related Home Loan in accordance with clauses (i) and (ii), respectively, above or (y) repair any such Mortgaged Property such that such Mortgaged Property is free of damage and in good repair. The Seller shall provide the Servicer, the Note Insurer, the Indenture Trustee and the Issuer with a certification of a Responsible Officer on the Determination Date next succeeding the end of such 45 day period indicating whether the Seller is purchasing the Defective Home Loan or substituting in lieu of such Defective Home Loan a Qualified Substitute Home Loan. Any such substitution of Home Loans pursuant to this Section 3.05(a) shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Collection Account. For purposes of calculating the related Available Remittance Collection Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 3.05 in connection with the repurchase or substitution of any Mortgage Defective Home Loan that are on deposit in the related Principal and Interest Collection Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Payment Account to be retained therein for application on such Payment Date pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount5.01(c). As to any Deleted Mortgage Home Loan for which the Seller substitutes a Qualified Substitute Mortgage Home Loan or Loans, the Servicer Seller shall effect such substitution by delivering (i) to the Indenture Trustee Issuer a certification in the form attached hereto as Exhibit I, executed by a Servicing OfficerResponsible Officer of the Seller to the effect that the Substitution Adjustment has been credited to the Collection Account and (ii) to the Custodian on behalf of the Indenture Trustee, and the documents constituting the Indenture Trustee's Mortgage Loan File for such Qualified Substitute Mortgage Home Loan or Loans. The Issuer will be entitled to all payments received on the applicable Deleted Home Loan on or before the Accounting Date applicable to the calculation, as of the applicable date of repurchase or substitution, of the Principal Balance of such Deleted Home Loan, and the Seller shall be entitled to receive all Post-Release Collections with respect to such Deleted Home Loan. The Seller shall give written notice to the Issuer, the Servicer (if the Seller is not then acting as such), the Indenture Trustee and the Note Insurer that a repurchase or substitution has taken place and shall amend the Home Loan Schedule to reflect (i) the removal of the applicable Deleted Home Loan from the terms of this Agreement and (ii) if applicable, the substitution of the Qualified Substitute Home Loan. The Seller shall promptly deliver to the Issuer, the Servicer (if the Seller is not then acting as such), the Indenture Trustee and the Note Insurer a copy of the Home Loan Schedule as so amended. (b) [RESERVED]. (c) The Servicer shall deposit in the related Principal and Interest Collection Account all payments received in connection with such a Qualified Substitute Mortgage Home Loan or Loans after the date of such substitution. Monthly Payments All payments received with respect to Qualified Substitute Mortgage Home Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Home Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Home Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 aboveSection 3.03. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, Collection Account an amount equal to the related Substitution Adjustment, if any. It is understood and agreed that In addition, on the obligations date of the Seller set forth in Sections 2.05 and 3.03 above to curesuch substitution, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery the Issuer shall cause such Qualified Substitute Home Loan to be pledged to the Indenture Trustee under the Indenture as part of such defect the Trust Estate and (ii) the Indenture Trustee shall (A) release the applicable Deleted Home Loan from the lien of the Indenture, (B) release (or breach by any party and notice thereof cause the Custodian to release) to the Servicer for release to the Seller the related Indenture Trustee's Home Loan File for such Deleted Home Loan and (C) execute, without recourse, representation or notice thereof warranty, and deliver such instruments of transfer and release presented to it by the Seller Servicer as shall be necessary to transfer such Deleted Home Loan to the Indenture Trustee, (ii) failure by the Seller and to cure evidence such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreementrelease.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01 3.1 and 3.02 above with respect to 3.2 of the related Group Purchase and Sale Agreement shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. Upon discovery Pursuant to the Purchase and Sale Agreement, with respect to any representation or warranty contained in Sections 3.1 or 3.2 of the Purchase and Sale Agreement that is made to the best of the Transferor's knowledge, if it is discovered by the Seller, the Master Servicer, any Subservicer, the CustodianTrustee[, [the Certificate Insurer] or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Transferor's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the Transferor, the Indenture TrusteeMaster Servicer, any Subservicer, the Note Insurer or any Noteholders Trustee [or the Certificateholder Certificate Insurer] of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the SecurityholdersCertificateholders, or which materially and adversely affects the interests of the Note [Certificate Insurer or the Securityholders the] Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) Subject to the last paragraph of this Section 3.3, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Purchase and Sale Agreement, the Transferor shall be required to (1) promptly cure such breach in all material respects, or (b) on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (12) purchase such Mortgage Loan, Loan in the manner and at the price specified in Section 2.05(b2.4(c) above or (2in which case the Mortgage Loan shall become a Deleted Mortgage Loan), (3) remove such Mortgage Loan from the Trust Estate Fund (in which case it the Mortgage Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Date or at such later date, if the Trustee [and the Certificate Insurer] receive an Opinion of Counsel to the effect that such substitution will not constitute a prohibited transaction for the purposes of the REMIC provisions of the Code or cause the 199_ - _ REMIC to fail to qualify as a REMIC at any time any Certificates are outstanding. Any Pursuant to the Purchase and Sale Agreement, any such substitution shall be accompanied by payment by the Seller Transferor of the Substitution Adjustment, if any, to the Master Servicer to be deposited by the Servicer in the related Principal and Interest Certificate Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i. (b) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller Transferor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Transferor shall be required pursuant to the Purchase and Sale Agreement to effect such substitution by delivering to the Indenture Trustee a certification in the form attached hereto as Exhibit IH, executed by a Servicing Officer, Officer and the documents constituting the Trustee's Mortgage File described in Sections 2.3(a)(i)-(v) for such Qualified Substitute Mortgage Loan or Loans. . (c) The Master Servicer shall deposit in the related Principal and Interest Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the SellerTransferor. The Trust Fund will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller Transferor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall give written notice to the Indenture Trustee and the Note Certificate Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. . (d) It is understood and agreed that the obligations obligation of the Seller Transferor set forth in Sections 2.05 Section 3.4 of the Purchase and 3.03 above Sale Agreement to cure, purchase purchase, substitute or substitute otherwise pay amounts to the Trust [or the Certificate Insurer] for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute 3.4 constitutes the sole remedies of the IssuerTrustee[, [the Note Certificate Insurer, the Noteholders ] and the Certificateholders respecting with respect to a breach of the representations and warranties. Any cause warranties of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made Transferor set forth in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery 3.1 and 3.2 of such defect or breach by any party the Purchase and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage LoanSale Agreement. The Indenture Trustee shall give prompt written notice to the Rating Agencies [Certificate Insurer,] _______ and the Note Insurer _______ of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct 3.3 or Section 2.4(b) hereof. (e) Upon discovery by the Master Servicer, the Trustee[, [the Certificate Insurer] or any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of Certificateholder that any Mortgage Loan does not constitute a Qualified Mortgage, the Person discovering such fact shall promptly (and in any event within 5 days of the discovery) give written notice thereof to the others of such Persons. In connection therewith, pursuant to this Section the Purchase and Sale Agreement, the Transferor shall be required to repurchase or the eligibility of any substitute a Qualified Substitute Mortgage Loan for purposes the affected Mortgage Loan within 60 days of this the earlier of such discovery by any of the foregoing parties, or the Trustee's or the Transferor's receipt of notice, in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Section 3.1 or 3.2 of the Purchase and Sale Agreement. The Trustee shall reconvey to the Transferor the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 3.1 or 3.2 of the Purchase and Sale Agreement.

Purchase and Substitution. (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01 3.3 and 3.02 above with respect to the related Group 3.4 of this Agreement shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. With respect to any representation or warranty contained in Section 3.3 or 3.4 of this Agreement that is made to the best of the Transferor's knowledge, if it is discovered by the Servicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date and such inaccuracy materially and adversely affects the value of the related Loan, then notwithstanding the Transferor's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by any of the SellerCertificateholders, the Transferor, the Servicer, any Subservicer, the Custodian, the Indenture Trustee, the Note Insurer or any Noteholders Trustee or the Certificateholder Certificate Insurer of a breach of any of such representations and warranties as of the Closing Date which materially and adversely affects the value of Mortgage the Loans or the interest of the SecurityholdersCertificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Note Certificate Insurer or the Securityholders Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the SellerTransferor's best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) Subject to the last paragraph of this Section 3.5, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Transferor shall be required to (1) promptly cure such breach in all material respects, or (b) on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (12) purchase such Mortgage Loan, Loan in the manner and at the price specified in Section 2.05(b2.4(c) above (in which case the Loan shall become a Deleted Loan), or (23) remove such Mortgage Loan from the Trust Estate Fund (in which case it the Loan shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day. Any such substitution shall be accompanied by payment by the Seller Transferor of the Substitution Adjustment, if any, to the Servicer to be deposited by the Servicer in the related Principal and Interest Collection Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i. (b) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller Transferor substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer Transferor shall be required to effect such substitution by delivering to the Indenture Trustee a certification in the form attached hereto as Exhibit IF, executed by a Servicing Officer, Officer and the documents constituting the Trustee's Mortgage File described in Sections 2.3(a) for such Qualified Substitute Mortgage Loan or Loans. . (c) The Servicer shall deposit in the related Principal and Interest Collection Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the SellerTransferor. The Trust Fund will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller Transferor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Certificate Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. . (d) It is understood and agreed that the obligations obligation of the Seller Transferor set forth in Sections 2.05 and 3.03 above this Section 3.5 to cure, purchase purchase, substitute or substitute otherwise pay amounts to the Trust or the Certificate Insurer for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute constitutes the sole remedies of the Issuer, the Note Insurer, the Noteholders Trustee and the Certificateholders respecting with respect to a breach of the representations and warranties. Any cause warranties of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made Transferor set forth in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery 3.3 and 3.4 of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loanthis Agreement. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Certificate Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture 3.5 or Section 2.4(b) hereof. (e) Upon discovery by the Servicer, the Trustee or any Certificateholder that any Loan does not constitute a Qualified Mortgage, the Person discovering such fact shall have no duty to conduct promptly (and in any affirmative investigation other than as specifically set forth in this Agreement as event within 5 days of the discovery) give written notice thereof to the occurrence others of such Persons and the Certificate Insurer. Upon discovery by the Certificate Insurer that any condition requiring Loan does not constitute a Qualified Mortgage, the Certificate Insurer may promptly give written notice thereof to the Servicer, the Trustee and the Certificateholders. In connection therewith, the Transferor shall be required to repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any substitute a Qualified Substitute Mortgage Loan for purposes the affected Mortgage Loan within 60 days of the earlier of such discovery by any of the foregoing parties, or the Trustee's or the Transferor's receipt of notice or the discovery by the Transferor of such failure to qualify as a Qualified Mortgage, in the same manner as it would a Loan for a breach of representation or warranty contained in Section 3.3 or 3.4 of this Agreement. The Trustee shall reconvey to the Transferor the Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Loan repurchased for breach of a representation or warranty contained in Section 3.3 or 3.4 of this Agreement.

Purchase and Substitution. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 above with respect to Section 2.01 of the related Group Sale Agreement shall survive the transfer and assignment of the Mortgage Loans to the Issuer and delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. Pursuant to the Sale Agreement, with respect to any representation or warranty contained in Section 2.01 of the Sale Agreement that is made to the best of the Seller's knowledge, if it is discovered by the Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Custodian, the Indenture Trustee, the Note Insurer or any Noteholders Trustee or the Certificateholder Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the SecurityholdersCertificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Note Certificate Insurer or the Securityholders Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. The Seller shall either (a) Subject to the last paragraph of this Section 3.05, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Sale Agreement, the Seller shall be required to (a) promptly cure such breach in all material respects, or (b) on the Determination Date next succeeding the end of the 60 day period described in clause (a), either (1) purchase such Mortgage LoanLoan on the next succeeding Servicer Remittance Date, in the manner and at the price specified in Section 2.05(b) above 2.02(b), or (2c) remove such Mortgage Loan from the Trust Estate Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this Section. Any Pursuant to the Sale Agreement, any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited by the Servicer in the related Principal and Interest Collection Account. For purposes of calculating the related Available Remittance Amount for any Payment Date, amounts paid by the Seller pursuant to this Section 3.03 in connection with the repurchase or substitution of any Mortgage Loan that are on deposit in the related Principal and Interest Account as of the Determination Date for such Payment Date shall be deemed to have been paid during the related Due Period and shall be transferred to the related Note Distribution Account pursuant to Section 5.04(i) on the Determination Date for such Payment Date. In addition, the Seller shall repurchase any Subject Manufactured Home Loan which becomes 120 days delinquent with respect to Monthly Payments within the first year following the related Cut-off Date; provided, however that the Seller's repurchase obligations shall be limited to an amount equal to 0.5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amount. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such substitution by delivering to the Indenture Trustee a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and the documents constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage Loan or Loans. The Servicer shall deposit in the related Principal and Interest Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Seller. The Trust will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Servicer shall give written notice to the Indenture Trustee and the Note Insurer that such substitution has taken place and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. The Servicer shall promptly deliver to the Indenture Trustee a copy of the related amended Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 3.01 and 3.02 above. On the date of such substitution, the Seller will remit to the Servicer, and the Servicer will deposit into the related Principal and Interest Account, an amount equal to the Substitution Adjustment, if any. It is understood and agreed that the obligations of the Seller set forth in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective Mortgage Loan as provided in such Sections 2.05 and 3.03 (and, in the case of a breach of Sections 3.02(b)(xv) and 3.02(c)(xiv) only, the Seller's obligation under Section 9.01(b)) constitute the sole remedies of the Issuer, the Note Insurer, the Noteholders and the Certificateholders respecting a breach of the representations and warranties. Any cause of action against the Seller relating to or arising out of a defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the breach of any representations and warranties made in Sections 3.01 or 3.02 above shall accrue as to any Mortgage Loan upon (i) discovery of such defect or breach by any party and notice thereof to the Seller or notice thereof by the Seller to the Indenture Trustee, (ii) failure by the Seller to cure such defect or breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Indenture Trustee for all amounts payable in respect of such Mortgage Loan. The Indenture Trustee shall give prompt written notice to the Rating Agencies and the Note Insurer of any repurchase or substitution made pursuant to this Section 3.03. The Indenture Trustee shall have no duty to conduct any affirmative investigation other than as specifically set forth in this Agreement as to the occurrence of any condition requiring the repurchase or substitution of any Mortgage Loan pursuant to this Section or the eligibility of any Mortgage Loan for purposes of this Agreement.