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(8) No Loan is the subject of, and Seller is not aware of any facts which could give rise to, litigation which could affect AAA's ability to enforce the terms of the obligation or its rights under the mortgage documents.

(9) There is in force for each Loan either (a) a paid-up title insurance policy on the Loan issued by a AAA approved title company in an amount at least equal to the outstanding principal balance of the Loan or (b) an attorney's mortgage lien opinion. (Negatively amortizing loans require additional coverage.)

(10) There is in force for each Loan valid hazard insurance policy coverage and, where applicable, valid flood insurance policy coverage, and such coverages meet the requirements of AAA specified in the Manual.

(11) Seller will record the corporate assignment in the name of AAA Home Loans, Inc., at the time the deed of trust/mortgage is recorded, and the assignment of the Loan from Seller to AAA shall be valid and enforceable.

(12) The borrower has no rights of rescission, set-offs, counter-claims or defenses to the note or deed of trust/mortgage securing the note arising from the acts and/or omissions of Seller.

(13) Seller has no knowledge that any improvement located on or being part of the mortgaged property is in violation of any applicable zoning law or regulation.

(14) All improvements included for the purpose of determining the appraised value of the mortgaged property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the mortgaged property.

(15) There is no proceeding pending for total or partial condemnation of any mortgaged property and said property is free of substantial damage (including, but not limited to, any damage by fire, earthquake, windstorm, vandalism or other casualty) and in good repair.

(16) Seller has no knowledge of any circumstances or conditions with respect to any Loan, mortgaged property, trustor/mortgagor or trustor's/mortgagor's credit standing that reasonably could be expected to cause private institutional investors to regard any Loan as an unacceptable investment, cause any Loan to become delinquent or adversely affect the value or marketability of the Loan.

(17) All documents submitted are genuine. All other representations as to each such Loan are true and correct and meet the requirements and specifications of all parts of this Agreement and the Manual.

B. Seller represents and warrants to AAA that as of the date first set forth above and as of the date of AAA's purchase of each Loan hereunder:

(1) Seller is duly organized, validly existing and in good standing under the laws of its state of incorporation and is qualified and/or licensed as necessary to transact business, including the originating and selling of mortgage loans, and is in good standing in each state where the property securing a Loan is located.

(2) Seller has the full power and authority to hold and sell each Loan; and neither the execution and delivery of this Agreement, nor the acquisition or origination of the Loans, nor the sale of the Loans, nor the consummation of the transactions contemplated herein, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with, or result in a breach of any term, condition or provision of, Seller's certificate of incorporation or by-laws, any license held by Seller or governing Seller's activities or any agreement to which Seller is a party or by which Seller is bound, or constitute a material default or result in an acceleration under any of the foregoing.

(3) No consent, approval, authorization or order of any court, governmental body or any other person or entity is required for the execution, delivery and performance by Seller of this Agreement, including but not limited to, the sale of the Loans to AAA.

(4) Neither Seller nor its agents know of any Suit, action, arbitration or legal or administrative or other proceeding pending or threatened against Seller which would affect its ability to perform its obligations under this Agreement.

(5) Seller is not a party to, bound by or in breach or violation of any agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects, or may in the future materially and adversely affect, the ability of Seller to perform its obligations under this Agreement or the Manual, including, without limitation, Seller's repurchase and indemnification obligations pursuant to Sections 7, 8 and 9 of this Agreement.

7. SELLER'S REPURCHASE OBLIGATIONS

A. Seller shall repurchase any Loan sold to AAA pursuant to this Agreement within twenty business days of receipt of written notice from AAA of any of the following circumstances (the "Repurchase Obligation"):

(1) Seller fails to deliver to AAA within 270 days from the date each Loan was purchased the original documents specified in the Delivery of Closed Loans section of the Manual.

(2) AAA determines that there is any evidence of fraud in the origination of the Loan or in the sale of the Loan to AAA or that any matter in the mortgage loan file is not true and correct.

(3) If AAA determines the Loan is not eligible for GNMA, FNMA or FHLMC pool participation or whole loan purchase or purchase by a private investor, or, if AAA has sold such Loan in whole or in part to GNMA, FNMA, FHLMC or a private investor, and GNMA, FNMA, FHLMC or the private investor requires AAA to repurchase said interest or reimburse it for losses, or the mortgage insurer denies coverage on the Loan; provided the reason for such ineligibility, repurchase, reimbursement or denial shall be due to a failure of the Loan to meet requirements specified in the Manual at the time of AAA's purchase of the Loan from Seller.

(4) If the first payment due AAA is not received by AAA, whether from the borrower directly or forwarded by Seller if the Borrower has submitted the payment to Seller, by the last day of the month in which it is due, and, in addition, at any time within the first twelve months after the Loan has been purchased by AAA, the Borrower is 90 days delinquent with respect to a monthly payment. For this purpose a Borrower shall be considered to be 90 days delinquent on a monthly payment if it is not received by AAA by the last day of the third month, regardless of the number of days in the month. For example, if the Borrower has not made his/her January payment by the last day of March, the Borrower shall be considered 90 days delinquent with respect to the January payment. Seller shall not have the right to advance funds for or on behalf of a Borrower for any delinquent payment or to otherwise make funds available to any Borrower to avoid or cure a default by the Borrower. A payment for which AAA deducted funds at the time it purchased the Loan from Seller shall not be considered the first payment due AAA.

(5) Seller fails to observe or perform or breaches in any material respect any of the representations, warranties or agreements contained in this Agreement or the Manual with respect to a particular Loan.

(6) With respect solely to VA Loans purchased by AAA pursuant to an Assignment of Trade Addendum to this Agreement or on a Direct Trade basis pursuant to a Direct Trade Addendum to this Agreement, if the Loan goes into foreclosure within 24 months from the date of sale of the Loan to AAA as to those Loans with full guarantees from the VA and 48 months from the date of sale of the Loan to AAA as to those Loans with partial guarantees from the VA and as to which the VA gives AAA a no-bid instruction in conjunction with the foreclosure sale on such Loan.

B. The option to request or accept repurchase of any Loan is at the sole discretion of AAA. Notwithstanding that a Seller may be obligated pursuant to the terms of this Section 7 to repurchase a Loan, if such Loan is in compliance with all requirements of this Agreement and the Manual at the time of its purchase by AAA and if there is no evidence of fraud or misrepresentation in connection with the Loan, AAA, in its sole discretion and on terms determined solely by AAA, may consider permitting Seller to indemnify AAA against all suits, costs, damages, losses, fees or claims, including without limitation reasonable attorneys' fees, which may be incurred by AAA in connection with such Loan. Such indemnification shall be substantially in the form of the applicable Indemnification Agreement, the provisions of which shall include, without limitation, the requirement that the Seller shall pay to AAA, at the time that the Indemnification Agreement is executed, the amount specified by AAA as the amount necessary to cover its projected and potential costs and losses, and including the service release premium paid by AAA to the Seller with respect to the Loan.

C. It is agreed by the parties that Seller's Repurchase Obligation with respect to a Loan shall not be obviated by the fact that the property securing the Loan has been foreclosed upon and said property has been acquired by AAA or a third party, it being understood that the term Repurchase Obligation encompasses within its meaning the repurchase of the property from AAA if AAA has acquired the property, or, if a third party has acquired the property, reimbursing AAA in the amount specified in Section 8.C. of this Agreement.

D. It is further agreed by the parties that if AAA has made demand on Seller to repurchase a Loan pursuant to Section 7 of this Agreement, AAA shall have the right to withhold any moneys due Seller in connection with the Loan(s) subject to the Repurchase Obligation or any other Loans until the parties have agreed that the Repurchase Obligation is satisfied.

8. REPURCHASE PRICE

A. The repurchase price for Loans subject to a Repurchase Obligation pursuant to Section 7 hereof shall be as follows:

(1) The current unpaid principal balance of such Loan if it has been pooled or resold. If such loan has not been pooled or resold by AAA, the repurchase price shall be at the original price, less principal reduction since the original purchase of the Loan by AAA; plus

(2) All interest accrued but unpaid on the principal balance of the Loan from the paid-to-date of the loan through and including the last day of the month in which the repurchase is made; plus

(3) All expenses, including but not limited to reasonable fees and expenses of counsel, incurred by AAA in enforcing Seller's obligation to repurchase such Loan; plus

(4) The original servicing release premium paid by AAA with respect to such Loan; plus

(5) Any unreimbursed advances of taxes or insurance made by AAA with regard to such Loan as of the date of repurchase; less

(6) Any proceeds of mortgage insurance with respect to the Loan collected by AAA. Upon any such repurchase of Loans by Seller, AAA shall endorse the promissory note (without recourse) and shall assign any security interest (without recourse and in recordable form) to Seller.