Common use of Due Organization and Authority Clause in Contracts

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation national association duly organized, validly existing and in good standing under the laws of the United States of America and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of California each Mortgage Loan and the servicing of the Mortgage Loan in accordance with the terms of this Agreement. The Seller has all licenses necessary to carry on out its business as now being conducted conducted, and is licensed, licensed and qualified to transact business in and is in good standing in under the laws of each state wherein it owns or leases in which any material properties or where a Mortgaged Property is located, if the laws of located or is otherwise exempt under applicable law from such state require licensing or qualification in order or is otherwise not required under applicable law to conduct business of the type conducted by the Sellereffect such licensing or qualification, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related each Mortgage Loan and the servicing sale of such the Mortgage Loan Loans and Servicing Rights in accordance with the terms of this Agreement and the Interim Servicing related Purchase Price and Terms Agreement; . No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. The Seller has the full corporate power, power and authority and legal right to hold, transfer and convey each Mortgage Loan (including the Servicing Rights), to sell each Mortgage Loans Loan and the Servicing Rights, and to execute execute, deliver and deliver perform, and to enter into and consummate, all transactions contemplated by this Agreement and the related Purchase Price and Terms Agreement and to perform conduct its obligations hereunder and thereunder; business as presently conducted. The Seller has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all any agreements contemplated hereby have been hereby, has duly executed and delivered this Agreement, and constitute any agreements contemplated hereby, and this Agreement and the validrelated Purchase Price and Terms Agreement, assuming due authorization, execution and delivery by the Purchaser, and each Assignment of Mortgage and any agreements contemplated hereby, constitutes a legal, valid and binding and enforceable obligations obligation of the Seller, regardless of whether such enforcement is sought enforceable against it in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; accordance with its terms and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms. The Seller is properly qualified to service the Mortgage Loans and has been servicing the Mortgage Loans prior to the related Cut-off Date;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of California incorporation or formation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Unaffiliated Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California New York and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Unaffiliated Seller, and in any event the Unaffiliated Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreementnecessary; the Unaffiliated Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Unaffiliated Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Unaffiliated Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Unaffiliated Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Unaffiliated Seller in accordance with their terms;

Due Organization and Authority. The Seller is a New York corporation duly organized, validly existing and in good standing under the laws of the state State of California New York and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the valid, legal, binding and enforceable obligations obligation of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their its terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the state its jurisdiction of California incorporation or formation and has all licenses necessary to carry on its business as now being conducted conducted, except where the failure to be so licensed would not have a material adverse effect on the Seller, the Mortgage Loans, the Mortgaged Properties or the transactions contemplated by this Agreement, and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or the states where a the Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Loan. The Seller has had the full corporate power, power and authority and legal right to hold, transfer and convey originate the Mortgage Loans that it originated and to acquire the Mortgage Loans that it acquired. The Seller has corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have has been duly executed and delivered and constitute constitutes the valid, legal, binding and enforceable obligations obligation of the Seller, regardless except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all . All requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their its terms;

Due Organization and Authority. The Seller is a corporation federal savings bank duly organized, validly existing and in good standing under the laws of the state its jurisdiction of California incorporation or formation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California Delaware and is an operating subsidiary of National City Bank of Indiana [and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement Agreement;]. As a national bank operating subsidiary, it is regulated by the Office of the Comptroller of the Currency and the Interim Servicing Agreement; the is subject to applicable laws and regulations. Seller is duly authorized to originate Mortgage Loans and to carry on its business as now being conducted as an operating subsidiary of a national bank. The Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms, subject to: (1) bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, including, without limitation, the effect of statutory or ether laws regarding fraudulent conveyances or preferential transfers, and (2) general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions of the Purchase Agreement and upon the availability of injunctive relief or other equitable remedies and the application of principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as such principles relate to, limit or affect the enforcement of creditors' rights generally and the discretion of the court before which any proceeding for such enforcement may be brought;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California Kansas and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require any applicable law requires licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the any applicable laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California Virginia and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether except (i) that such enforcement is sought in a proceeding in equity or at law, but may be subject to bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor's rights, and general principles (ii) the remedy of equityspecific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Virginia and has all licenses necessary is duly authorized and licensed to originate mortgage loans (including without limitation the Mortgage Loans) and to carry on its business as now being conducted as an operating subsidiary of a national bank. The Company has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerCompany, and in any event event, the Seller Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller Company has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including without limitation all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerCompany, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Company in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state of California its jurisdiction of incorporation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerCompany, and in any event the Seller Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller Company has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerCompany, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Company in accordance with their terms;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Ohio and has all licenses necessary is an operating subsidiary of National City Bank of Indiana. As a national bank operating subsidiary, it is regulated by the Office of the Comptroller of the Currency and is subject to applicable laws and regulations. Company is duly authorized to originate Mortgage Loans and to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where as an operating subsidiary of a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller national bank. The Company has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerCompany, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Company in accordance with their terms, subject to: (1) bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, including, without limitation, the effect of statutory or ether laws regarding fraudulent conveyances or preferential transfers, and (2) general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions of the Purchase Agreement and upon the availability of injunctive relief or other equitable remedies and the application of principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as such principles relate to, limit or affect the enforcement of creditors' rights generally and the discretion of the court before which any proceeding for such enforcement may be brought;;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and (A) such Servicer has or shall obtain all licenses necessary to carry on its business as now being conducted and is or will become licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by such Servicer and if such failure to be licensed or qualified could have a material and adverse effect on the Sellerability of the Servicer to perform its obligations under this Agreement or enforce the Mortgage Loan Documents; no license, consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body is required for the execution, delivery and performance by such Servicer of or compliance by such Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, or if such license, consent, approval, authorization or order of or registration or filing with or notice to any court or governmental agency or body is required, such Servicer has obtained the same or will obtain the same prior to the time necessary for such Servicer to perform its obligations under this Agreement relative thereto; and in any event the Seller such Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; failure to have any such license not yet obtained does not and will not materially adversely affect the Seller rights of the Certificateholders hereunder or under the Mortgage Loan Documents; (B) such Servicer has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller such Servicer and the consummation of the transactions contemplated hereby and thereby by such Servicer have been duly and validly authorized; and (C) this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute to which such Servicer is or will be a party evidence the valid, legal, binding and enforceable obligations of the Sellersuch Servicer, regardless of whether such enforcement is sought in a proceeding in equity or at lawlaw subject, but subject as to bankruptcy enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors and to the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law; and all requisite corporate or other action has been taken by the Seller such Servicer to make this Agreement and all agreements contemplated hereby to which such Servicer is or will be a party valid and binding upon the Seller Servicer in accordance with their termsterms and conditions;

Due Organization and Authority. The Seller is and Servicer are each a corporation duly organized, validly existing existing, and in good standing under the laws of the state their jurisdiction of California incorporation or formation and has all licenses necessary to carry on its their business as now being conducted conducted, except where the failure to be so licensed would not have a material adverse effect on the Seller or the Servicer, (as the case may be), the Mortgage Loans, the Mortgaged Properties or the transactions contemplated by this Agreement, and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or the states where a the Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerSeller or the Servicer, and in any event each of the Seller and the Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan Loan. The Seller and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has Servicer had the full corporate power, power and authority and legal right to hold, transfer and convey originate the Mortgage Loans that it originated and to acquire the Mortgage Loans that it acquired. The Seller and the Servicer has corporate power and authority to hold each Mortgage Loan, and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the Servicer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have has been duly executed and delivered and constitute constitutes the valid, legal, binding and enforceable obligations obligation of the SellerSeller and the Servicer, regardless except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all . All requisite corporate or other action has been taken by the Seller and the Servicer to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller and the Servicer in accordance with their its terms;

Due Organization and Authority. The Seller is a corporation federal savings bank duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted United States and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the valid, legal, binding and enforceable obligations obligation of the SellerSeller subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance, none of which will materially interfere with the realization of the benefits provided thereunder, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their its terms;.

Due Organization and Authority. The Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of California North Carolina and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California its organization and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Each of the Seller and the Servicer is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerSeller or the Servicer, as applicable, and in any event the Seller is and the Servicer are in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreementrelated Purchase Price and Terms Letter; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and the Seller and the Servicer have the full corporate power, authority and legal right to execute and deliver this Agreement and, as applicable, the related Purchase Price and Terms Letter and to perform its their obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this AgreementAgreement and the related Purchase Price and Terms Letter) by the Seller and the Servicer, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorizedauthorized by each of the Seller and the Servicer; this Agreement Agreement, the related Purchase Price and Terms Letter and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerSeller and the Servicer, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller and the Servicer to make this Agreement Agreement, the related Purchase Price and Terms Letter and all agreements contemplated hereby valid and binding upon the Seller and the Servicer in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and Agreement; no proceedings are pending for the Interim Servicing Agreementsuspension or revocation of any licenses or approvals held by Seller; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerSeller (subject to bankruptcy and other laws affecting creditor's rights), regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerSeller (subject to bankruptcy and other laws affecting creditor's rights), regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California Kansas and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the applicable laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California Delaware and is an operating subsidiary of National City Bank of Indiana and has all applicable licenses necessary to carry on its business as now being conducted conducted. As a national bank operating subsidiary, it is regulated by the Office of the Comptroller of the Currency and is licensed, qualified subject to applicable laws and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the regulations. Seller is in compliance with the laws duly authorized to originate Mortgage Loans and to carry on its business as now being conducted as an operating subsidiary of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the a national bank. The Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms, subject to: (1) bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, including, without limitation, the effect of statutory or ether laws regarding fraudulent conveyances or preferential transfers, and (2) general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions of the Purchase Agreement and upon the availability of injunctive relief or other equitable remedies and the application of principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as such principles relate to, limit or affect the enforcement of creditors' rights generally and the discretion of the court before which any proceeding for such enforcement may be brought;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state State of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy bankruptcy, insolvency, and similar laws affecting the rights of creditors generally and to general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, organized and validly existing and in good standing as a national bank under the laws of the state of California United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event conducted; the Seller is in compliance with the laws of any such state each relevant jurisdiction or governmental authority to the extent necessary to ensure the enforceability of the related transfer of the Mortgage Loan and the servicing of such Mortgage Loan Loans in accordance with the terms of this Agreement and the Interim Servicing Agreementenforceability of the Mortgage Loans in accordance with the Mortgage Loan Documents; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all agreements and instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby (including without limitation the repurchase obligations hereinafter set forth) have been duly and validly authorized; this Agreement and all agreements and instruments of transfer contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforcement is sought considered in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements and instruments contemplated hereby valid and binding upon the Seller in accordance with their terms;.

Due Organization and Authority. If the Seller is The CIT Group/Consumer Finance, Inc., the Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the such Seller, and in any event the such Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the such Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the such Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the such Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the such Seller to make this Agreement and all agreements contemplated hereby valid and binding upon such Seller in accordance with their terms; If the Seller is The CIT Group/Consumer Finance, Inc. (NY), the Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of New York and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by such Seller, and in any event such Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan in accordance with the terms of this Agreement; such Seller has the full power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by such Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of such Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law; and all requisite corporate action has been taken by such Seller to make this Agreement and all agreements contemplated hereby valid and binding upon such Seller in accordance with their terms; If the Seller is The CIT Group/Consumer Finance, Inc. (TN), the Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by such Seller, and in any event such Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan in accordance with the terms of this Agreement; such Seller has the full power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by such Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of such Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law; and all requisite corporate action has been taken by such Seller to make this Agreement and all agreements contemplated hereby valid and binding upon such Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of California its incorporation and has all licenses necessary corporate power and authority to enter into this Agreement, to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform out its obligations hereunder and thereunder; to consummate the execution, Transactions. The execution and delivery and performance by Purchaser of this Agreement (including all instruments Agreement, the performance by Purchaser of transfer to be delivered pursuant to this Agreement) by the Seller its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized; this authorized by all requisite corporate action on the part of Purchaser. This Agreement and all agreements contemplated hereby have has been duly executed and delivered by Purchaser, and constitute the valid(assuming due authorization, execution and delivery by Seller) this Agreement constitutes legal, valid and binding and enforceable obligations of Purchaser, enforceable against Purchaser in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the Sellerrelief of debtors; and (ii) rules of law governing specific performance, regardless of whether such enforcement is sought in a proceeding in equity or at lawinjunctive relief, but subject to bankruptcy laws other equitable remedies and other general principles of equity; . (b) TheMaven is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Transactions. The execution and delivery by TheMaven of this Agreement, the performance by TheMaven of its obligations hereunder and the consummation by TheMaven of the Transactions have been duly authorized by all requisite corporate or other action on the part of TheMaven. This Agreement has been taken duly executed and delivered by the Seller to make TheMaven, and (assuming due authorization, execution and delivery by Seller) this Agreement and all agreements contemplated hereby constitutes legal, valid and binding upon the Seller obligations of TheMaven, enforceable against TheMaven in accordance with their its terms;, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Due Organization and Authority. The Seller is a corporation California industrial bank, duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller Company is a corporation federal savings bank duly organized, validly existing and in good standing under the laws of the state United States of California America and has all licenses necessary is duly authorized and licensed to originate mortgage loans (including without limitation the Mortgage Loans) and to carry on its business as now being conducted conducted. The Company has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerCompany, and in any event event, the Seller Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller Company has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including without limitation all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerCompany, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Company in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of California incorporation or formation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy bankruptcy, insolvency, and similar laws affecting the rights of creditors generally and to general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller Wilmington Finance Inc. is a corporation duly organizedDelaware corporation, validly existing existing, and in good standing under the laws of its jurisdiction of incorporation. AIG Federal Savings Bank (through its Wilmington Finance division) is a federally chartered savings bank, validly existing, and in good standing under the state laws of California and its jurisdiction of formation. The Seller has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or the states where a the Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the . The Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have has been duly executed and delivered and constitute constitutes the valid, legal, binding and enforceable obligations obligation of the Seller, regardless except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all . All requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their its terms;

Due Organization and Authority. The Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of California Florida and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate organizational power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California North Carolina and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller Servicer is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Delaware and is an operating subsidiary of National City Bank of Indiana. As a national bank operating subsidiary, it is regulated by the Office of the Comptroller of the Currency and is subject to applicable laws and regulations. The Servicer is duly authorized to originate Mortgage Loans and to carry out its business as is now being conducted as an operating subsidiary of a national bank. To the extent required by applicable law, the Servicer has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerServicer, and in any event the Seller Servicer is in compliance with the laws of any such state to the extent applicable to the Servicer and necessary to ensure the enforceability servicing of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller Servicer has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Servicer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the valid, legal, binding and enforceable obligations obligation of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equityServicer; and all requisite corporate or other action has been taken by the Seller Servicer to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Servicer in accordance with their its terms, subject to bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application affecting creditors' rights and subject to the application of the rules of equity, including those respecting the availability of specific performance;

Due Organization and Authority. The Seller BNC is a corporation duly organized, validly existing and in good standing under the laws of the state of California Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerBNC, and in any event the Seller BNC is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related BNC Mortgage Loan and the servicing of such BNC Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing BNC Purchase Agreement; the Seller BNC has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and the BNC Purchase Agreement and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement and the BNC Purchase Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller BNC and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerBNC, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller BNC to make this Agreement and the BNC Purchase Agreement and all agreements contemplated hereby valid and binding upon the Seller BNC in accordance with their terms;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state of California New Jersey and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order required to conduct business of the type conducted by the Sellerit, and in any event the Seller Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage any Eligible Loan sold hereunder and the servicing of any such Mortgage Eligible Loan in accordance with the terms of this Agreement and the Interim Servicing Agreementany Transfer Supplement; the Seller Company has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and any Transfer Supplement and to perform its obligations hereunder in accordance herewith and thereundertherewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) and any Transfer Supplement by the Seller Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorizedauthorized by the Company; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Agreement and all agreements contemplated hereby any Transfer Supplement valid and binding upon the Seller Company in accordance with their its terms;; this Agreement and any Transfer Supplement each evidences the valid, binding and enforceable obligation of the Company, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, 29 receivership and other similar laws relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state State of California North Carolina and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the valid, legal, binding and enforceable obligations obligation of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights and general to the application of equitable principles of in any proceeding, whether at law or in equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their its terms;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state Commonwealth of California Virginia and has all licenses necessary is duly authorized and licensed to originate mortgage loans (including without limitation the Mortgage Loans) and to carry on its business as now being conducted as an operating subsidiary of a Georgia banking corporation. The Company has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerCompany, and in any event event, the Seller Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller Company has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including without limitation all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerCompany, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Company in accordance with their terms;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order required to conduct business of the type conducted by the Sellerit, and in any event the Seller Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related any Mortgage Loan or Additional Balance sold hereunder and the servicing of any such Mortgage Loan in accordance with the terms of this Purchase Agreement and any Transfer Supplement, except where the Interim Servicing Agreementfailure to hold such license or qualification, or be in such good standing or compliance with law, would not have a material adverse effect on its ability to perform its obligations hereunder; the Seller Company has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Purchase Agreement and any Transfer Supplement and to perform its obligations hereunder in accordance herewith and thereundertherewith; the execution, delivery and performance of this Purchase Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) and any Transfer Supplement by the Seller Company and the consummation performance of the transactions contemplated hereby and thereby have been duly and validly authorizedauthorized by the Company; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Purchase Agreement and all agreements contemplated hereby any Transfer Supplement valid and binding upon the Seller in accordance with their Company pursuant to its terms;; this Purchase Agreement and any Transfer Supplement each evidences the valid, binding and enforceable obligation of the Company except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California jurisdiction and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the valid, legal, binding and enforceable obligations obligation of the Seller, regardless subject to bankruptcy, insolvency, moratorium and other principles of equity affecting the rights of creditors generally, whether such enforcement is sought considered in a proceeding at law or in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their its terms;

Due Organization and Authority. The Seller is a corporation [COMPANY TYPE], duly organizedorganized and validly existing, validly existing and in good standing under the laws of the state its jurisdiction of California [incorporation or formation] and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or the states where a the Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement Agreement; no licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and the Interim Servicing Agreementno proceedings are pending which might result in such suspension or revocation; the Seller has the full corporate powerpower and authority to hold each Mortgage Loan, authority and legal right to hold, transfer and convey the sell each Mortgage Loans Loan and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have has been duly executed and delivered and constitute constitutes the valid, legal, binding and enforceable obligations obligation of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all . All requisite corporate or other [corporate] action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their its terms;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Delaware and is an operating subsidiary of National City Bank of Indiana. As a national bank operating subsidiary, it is regulated by the Office of the Comptroller of the Currency and is subject to applicable laws and regulations. The Company is duly authorized to originate Mortgage Loans and to carry out its business as is now being conducted as an operating subsidiary of a national bank. To the extent required by applicable law, the Company has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerCompany, and in any event the Seller Company is in compliance with the laws of any such state to the extent applicable to the Company and necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing AgreementLoan; the Seller Company has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the valid, legal, binding and enforceable obligations obligation of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equityCompany; and all requisite corporate or other action has been taken by the Seller Company to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Company in accordance with their its terms, subject to bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application affecting creditors' rights and subject to the application of the rules of equity, including those respecting the availability of specific performance;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state State of California North Carolina and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the valid, legal, binding and enforceable obligations obligation of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights and general to the application of equitable principles of in any proceeding, whether at law or in equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their its terms;

Due Organization and Authority. The Seller is a corporation state chartered industrial bank, duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is duly authorized, licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order required to conduct business of the type conducted by the Sellerit, and in any event the Seller Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related any Mortgage Loan sold hereunder and the servicing of any such Mortgage Loan in accordance with the terms of this Mortgage Loan Purchase and Servicing Agreement and the Interim Servicing Agreementany Transfer Supplement; the Seller Company had the full power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power, power and authority and legal right to hold, transfer and convey the service each Mortgage Loans Loan and to execute and deliver this Mortgage Loan Purchase and Servicing Agreement and any Transfer Supplement to which it is a party and to perform its obligations hereunder in accordance herewith and thereundertherewith; the execution, delivery and performance of this Mortgage Loan Purchase and Servicing Agreement (including all instruments of transfer and any Transfer Supplement to be delivered pursuant to this Agreement) by the Seller which it is a party and the consummation performance of the transactions contemplated hereby and thereby have been duly and validly authorizedauthorized by the Company; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Mortgage Loan Purchase and Servicing Agreement and all agreements contemplated hereby any Transfer Supplement to which it is a party valid and binding upon the Seller in accordance with their Company pursuant to its terms;; this Mortgage Loan Purchase and Servicing Agreement and any Transfer Supplement to which it is a party each evidences the valid, binding and enforceable obligation of the Company, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and (A) such Servicer has or shall obtain all licenses necessary to carry on its business as now being conducted and is or will become licensed, qualified and in good standing in each state wherein it owns or leases any material properties or jurisdiction where a Mortgaged Property is located, if the laws of such state or jurisdiction require licensing or qualification in order to conduct business of the type conducted by such Servicer and if such failure to be licensed or qualified could have a material and adverse effect on the Sellerability of the Servicer to perform its obligations under this Agreement or enforce the Mortgage Loan Documents; no license, consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body is required for the execution, delivery and performance by such Servicer of or compliance by such Servicer with this Agreement or the consummation of the transactions of such Servicer contemplated by this Agreement, or if such license, consent, approval, authorization or order of or registration or filing with or notice to any court or governmental agency or body is required, such Servicer has obtained the same or will obtain the same prior to the time necessary for such Servicer to perform its obligations under this Agreement relative thereto; and in any event the Seller such Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; failure to have any such license not yet obtained does not and will not materially adversely affect the Seller rights of the Certificateholders hereunder or under the Mortgage Loan Documents; (B) such Servicer has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to fully perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller such Servicer and the consummation of the transactions contemplated hereby and thereby by such Servicer have been duly and validly authorized; authorized and the Servicer has duly executed and delivered this Agreement; (C) this Agreement and all agreements contemplated hereby have been duly executed to which such Servicer is or will be a party, assuming the due authorization, execution and delivered and constitute delivery by each of the other parties thereto, evidence the valid, legal, binding and enforceable obligations of the Sellersuch Servicer, regardless of whether such enforcement is sought in a proceeding in equity or at lawlaw subject, but subject as to bankruptcy enforceability, to applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights and remedies of creditors and to the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law; and all requisite corporate or other action has been taken by the Seller such Servicer to make this Agreement and all agreements contemplated hereby to which such Servicer is or will be a party valid and binding upon the Seller such Servicer in accordance with their termsterms and conditions; and (D) such Servicer is duly authorized, validly existing and in good standing as a corporation under the laws of the State of Delaware, in the case of the Master Servicer, and as a national banking association under the laws of the United States, in the case of the Special Servicer;

Due Organization and Authority. The Seller Seller, Crescent Banking Company (Parent) is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Georgia; Crescent Mortgage Services, Inc. is a corporation duly organized, validly existing and has in good standing under the laws of the State of Georgia; and Crescent Bank & Trust Company is a corporation d____ organized, validly existing and in good standing under the laws of the State of Georgia. The Seller was at all licenses necessary times and now is qualified to do business and duly licensed to carry on its business as now being conducted and is licensed, qualified and in good standing all states in each state wherein it owns or leases which any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted engaged in by the Seller, Seller in relation to the origination and servicing of the Mortgage Loans and in any event case the Seller is qualified in compliance with the laws of any such each state to the extent necessary to ensure the enforceability of the related each Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the . The Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; and upon execution by the Purchaser this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute constitutes the valid, legal, binding and enforceable obligations obligation of the SellerSeller (subject as to enforcement of remedies to applicable bankruptcy, regardless of whether such enforcement is sought reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in a proceeding in equity or at law, but subject effect and to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;).

Due Organization and Authority. The Seller Servicer is a corporation duly organized, validly existing and in good standing under the laws of the state State of California South Carolina and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and Servicer; in any event the Seller Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller Servicer has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Servicer and the consummation of the transactions contemplated hereby and thereby to be performed by the Servicer have been duly and validly authorized; assuming the due authorization, execution and delivery hereof by the Purchaser and the Company, this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the valid, legal, binding and enforceable obligations obligation of the SellerServicer, subject, as to enforceability, to bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights and to general principles of equity (regardless of whether such enforcement the enforceability of this Agreement is sought considered in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity); and all requisite corporate or other action has been taken by the Seller Servicer to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Servicer in accordance with their its terms;

Due Organization and Authority. The Additional Seller is a corporation duly organizedformed, validly existing and in good standing under the laws of the state of California jurisdiction where it was duly formed and has as all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order required to conduct business of the type conducted by the Sellerit, and in any event the Additional Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage any Eligible Loan sold hereunder and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreementany Transfer Supplement; the Additional Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and any Transfer Supplement and to perform its obligations hereunder in accordance herewith and thereundertherewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) and any Transfer Supplement by the Additional Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorizedauthorized by the Additional Seller; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action and/or limited liability company action has been taken by the Additional Seller to make this Agreement and all agreements contemplated hereby any Transfer Supplement valid and binding upon the Additional Seller in accordance with their its terms;; this Agreement and any Transfer Supplement each evidences the valid, binding and enforceable obligation of the Additional Seller, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state United States of California and America, has all licenses licenses, permits and registrations necessary to carry on its business as now being conducted and is licensed, registered or qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing licensing, registration or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state where a Mortgaged Property is located to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the . The Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and the related Purchase Documents and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement and the related Purchase Documents (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby the related Purchase Documents have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other required action has been taken by the Seller to make this Agreement and all agreements contemplated hereby the related Purchase Documents valid and binding upon the Seller in accordance with their terms;.

Due Organization and Authority. The Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of California North Carolina and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other company action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller It is a corporation corporation, duly organized, validly existing existing, and in good standing under the laws of the state of California Delaware and has it and its Subservicers have all licenses necessary to carry on its business their respective businesses as now being conducted and is are licensed, qualified and in good standing in the states where each state wherein it owns or leases any material properties or where a related Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it, including, in the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability case of the related Mortgage Loan Subservicers, all servicing licenses. The Subservicers are approved seller/servicers in good standing of conventional residential mortgage loans for Fxxxxx Mae or Fxxxxxx Mac and are HUD-approved mortgagees under Section 203 of the servicing of such Mortgage Loan National Housing Act and no event has occurred, including but not limited to, a change in accordance insurance coverage, which would make any Subservicer unable to comply with the terms of this Agreement eligibility requirements or which would require notification to either Fxxxxx Mae or Fxxxxxx Mac. It has corporate power and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller it and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this . This Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the legal, valid, legal, binding and enforceable obligations obligation of it, subject to Applicable Law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the Sellerrights of creditors and (ii) general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all . All requisite corporate or other action has been taken by the Seller it to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller it in accordance with their terms;the terms of this Agreement.

Due Organization and Authority. The Seller is a corporation savings association duly organized, validly existing and in good standing under the laws of the state United States of California America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and to provide the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing AgreementLoan; the Seller has the full corporate power, authority and legal right to holdacquire, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance with such agreements; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidence the valid, legal, binding and enforceable obligations obligation of Seller, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the Sellerrights of creditors and to general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;.

Due Organization and Authority. The Seller WFHM is a corporation duly organized, validly existing and in good standing under the laws of the state State of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerWFHM, and in any event the Seller WFHM is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement the Seller's Warranties and the Interim Servicing Agreement; the Seller has WFHM had the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this the Seller's Warranties and Servicing Agreement and to perform its obligations hereunder and thereunderin accordance therewith; the execution, delivery and performance of this the Seller's Warranties and Servicing Agreement (including all instruments of transfer to be delivered pursuant to this the Seller's Warranties and Servicing Agreement) by the Seller WFHM and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this the Seller's Warranties and Servicing Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the valid, legal, binding and enforceable obligations obligation of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equityWFHM; and all requisite corporate or other action has been taken by the Seller WFHM to make this the Seller's Warranties and Servicing Agreement and all agreements contemplated hereby valid and binding upon the Seller WFHM in accordance with their its terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Delaware and has all licenses necessary is an operating subsidiary of National City Bank of Indiana. As a national bank operating subsidiary, it is regulated by the Office of the Comptroller of the Currency and is subject to applicable laws and regulations. Company is duly authorized to originate Mortgage Loans and to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where as an operating subsidiary of a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller national bank. The Company has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerCompany, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Company in accordance with their terms, subject to: (1) bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, including, without limitation, the effect of statutory or ether laws regarding fraudulent conveyances or preferential transfers, and (2) general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions of the Purchase Agreement and upon the availability of injunctive relief or other equitable remedies and the application of principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as such principles relate to, limit or affect the enforcement of creditors’ rights generally and the discretion of the court before which any proceeding for such enforcement may be brought;

Due Organization and Authority. The Seller (a) MergerSub is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of California its incorporation and has all licenses necessary corporate power and authority to enter into this Agreement, to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform out its obligations hereunder and thereunder; to consummate the executiontransactions contemplated by this Agreement. TheMaven directly owns beneficially and of record all outstanding capital stock and other equity interests of MergerSub, and no other Person holds any capital stock and other equity interests of MergerSub nor has any rights to acquire any interest in MergerSub. The execution and delivery and performance by MergerSub of this Agreement (including all instruments Agreement, the performance by MergerSub of transfer to be delivered pursuant to this Agreement) by the Seller its obligations hereunder and the consummation by MergerSub of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized; this authorized by all requisite corporate action on the part of MergerSub. This Agreement and all agreements contemplated hereby have has been duly executed and delivered by MergerSub, and constitute (assuming due authorization, execution and delivery by the valid, Company) this Agreement constitutes legal, valid and binding and enforceable obligations of MergerSub, enforceable against MergerSub in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the Sellerrelief of debtors; and (ii) rules of law governing specific performance, regardless of whether such enforcement is sought in a proceeding in equity or at lawinjunctive relief, but subject to bankruptcy laws other equitable remedies and other general principles of equity; . (b) TheMaven is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by TheMaven of this Agreement, the performance by TheMaven of its obligations hereunder and the consummation by TheMaven of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate or other action on the part of TheMaven. This Agreement has been taken duly executed and delivered by TheMaven, and (assuming due authorization, execution and delivery by the Seller to make Company) this Agreement and all agreements contemplated hereby constitutes legal, valid and binding upon the Seller obligations of TheMaven, enforceable against TheMaven in accordance with their its terms;, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Due Organization and Authority. The Such Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now it is being conducted on the applicable Closing Date and is duly authorized, licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order required to conduct business of the type conducted by the Sellerit, and in any event the such Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related any Mortgage Loan and the servicing of such Mortgage Loan or Additional Balance sold hereunder in accordance with the terms of this Agreement and each Transfer Supplement, except where the Interim Servicing Agreementfailure to hold such license or qualification, or be in such good standing or compliance with law, would not have a material adverse effect on its ability to perform its obligations hereunder; the such Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and any Transfer Supplement and to perform its obligations hereunder in accordance herewith and thereundertherewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) and any Transfer Supplement by the such Seller and the consummation performance of the transactions contemplated hereby and thereby have been duly and validly authorizedauthorized by such Seller; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the such Seller to make this Agreement and all agreements contemplated hereby any Transfer Supplement legal, valid and binding upon such Seller pursuant to its terms; this Agreement and any Transfer Supplement each evidences the legal, valid, binding and enforceable obligation of such Seller in accordance with their terms;except that (1) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Due Organization and Authority. The Seller (a) TheMaven is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of California its incorporation and has all licenses necessary corporate power and authority to enter into this Agreement, to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform out its obligations hereunder and thereunder; to consummate the execution, transactions contemplated hereby. The execution and delivery and performance by TheMaven of this Agreement (including all instruments Agreement, the performance by TheMaven of transfer to be delivered pursuant to this Agreement) by the Seller its obligations hereunder and the consummation by TheMaven of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of TheMaven. This Agreement has been duly executed and validly authorized; delivered by TheMaven, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes legal, valid and binding obligations of TheMaven, enforceable against TheMaven in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity. (b) MergerSub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all agreements necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by MergerSub of this Agreement, the performance by MergerSub of its obligations hereunder and the consummation by MergerSub of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of MergerSub. This Agreement has been duly executed and delivered by MergerSub, and constitute (assuming due authorization, execution and delivery by the valid, Company) this Agreement constitutes legal, valid and binding and enforceable obligations of MergerSub, enforceable against MergerSub in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the Sellerrelief of debtors; and (ii) rules of law governing specific performance, regardless of whether such enforcement is sought in a proceeding in equity or at lawinjunctive relief, but subject to bankruptcy laws other equitable remedies and other general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;.

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerSeller (subject to bankruptcy and other laws affecting creditor's rights), regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;; (b)

Due Organization and Authority. The Additional Seller is a corporation duly organizedformed, validly existing and in good standing under the laws of the state of California jurisdiction where it was duly formed and has as all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order required to conduct business of the type conducted by the Sellerit, and in any event the Additional Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage any Eligible Loan sold hereunder and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreementany Transfer Supplement; the Additional Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and any Transfer Supplement and to perform its obligations hereunder in accordance herewith and thereundertherewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) and any Transfer Supplement by the Additional Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorizedauthorized by the Additional Seller; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action and/or limited liability company action has been taken by the Additional Seller to make this Agreement and all agreements contemplated hereby any Transfer Supplement valid and binding upon the Additional Seller in accordance with their its terms;; this Agreement and any Transfer Supplement each evidences the valid, binding and enforceable obligation of the Additional Seller, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, morato-rium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Due Organization and Authority. The Seller is a corporation statutory trust duly organized, validly existing and in good standing under the laws of the state of California Delaware, and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate trust power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated to be executed by the Seller or Interim Servicer hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate trust or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms. The Originator is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware, and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Originator, and in any event the Originator is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement; the Originator has the full power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement and all agreements contemplated to be executed by the Originator hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Originator, regardless of whether such enforcement is sought in a proceeding in equity or at law; and all requisite action has been taken by the Originator to make this Agreement and all agreements contemplated hereby valid and binding upon the Originator in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Missouri and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller Seller, Crescent Banking Company (Parent) is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Georgia; Crescent Mortgage Services, Inc. is a corporation durly organized, validly existing and has in good standing under the laws of the State of Georgia; and Crescent Bank & Trust Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. The Seller, was at all licenses necessary times and now is qualified to do business and duly licensed to carry on its business as now being conducted and is licensed, qualified and in good standing all states in each state wherein it owns or leases which any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted engaged in by the Seller, Seller in relation to the origination and servicing of the Mortgage Loans and in any event case the Seller is qualified in compliance with the laws of any such each state to the extent necessary to ensure the enforceability of the related each Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the . The Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly duly, and validly authorized; and upon execution by the Purchaser this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute constitutes the valid, legal, binding and enforceable obligations obligation of the SellerSeller (subject as to enforcement of remedies to applicable bankruptcy, regardless of whether such enforcement is sought in a proceeding in equity or at lawreorganization, but subject to bankruptcy laws and general principles of equity; and all requisite corporate insolvency, moratorium or other action has been taken by similar laws relating to or affecting creditors’ rights generally from time to time in effect or the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller application of equitable principles in accordance with their terms;any proceeding whether at law or in equity).

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California Delaware and is an operating subsidiary of National City Bank of Indiana [and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement Agreement;]. As a national bank operating subsidiary, it is regulated by the Office of the Comptroller of the Currency and the Interim Servicing Agreement; the is subject to applicable laws and regulations. Seller is duly authorized to originate Mortgage Loans and to carry on its business as now being conducted as an operating subsidiary of a national bank. The Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms, subject to: (1) bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, including, without limitation, the effect of statutory or ether laws regarding fraudulent conveyances or preferential transfers, and (2) general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions of the Purchase Agreement and upon the availability of injunctive relief or other equitable remedies and the application of principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as such principles relate to, limit or affect the enforcement of creditors’ rights generally and the discretion of the court before which any proceeding for such enforcement may be brought;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of California Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerCompany, and in any event the Seller Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability (subject to the exception set forth below regarding enforceability) of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller Company has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the valid, legal, binding and enforceable obligations obligation of the SellerCompany, regardless except to the extent enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors, and (ii) general principles of equity, whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Company in accordance with their its terms;

Due Organization and Authority. The Seller is a corporation savings association duly organized, validly existing and in good standing under the laws of the state United States of California America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any each such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and to provide the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing AgreementLoan; the Seller has the full corporate power, authority and legal right to holdacquire, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance with such agreements; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidence the valid, legal, binding and enforceable obligations obligation of Seller, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the Sellerrights of creditors and to general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;.

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerCompany, and in any event the Seller Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller Company has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans being sold by it and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerCompany, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller Company in accordance with their terms;

Due Organization and Authority. The Seller EquiFirst Corporation is a corporation duly organized, validly existing existing, and in good standing under the laws of the state of California North Carolina and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or the states where a the Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller. EquiFirst Mortgage Corporation of Minnesota is a duly organized, validly existing, and in any event the Seller is in compliance with good standing under the laws of any Minnesota and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to the extent necessary to ensure the enforceability conduct business of the related Mortgage Loan and type conducted by the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller. The Seller has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have has been duly executed and delivered and constitute constitutes the valid, legal, binding and enforceable obligations obligation of the Seller, regardless except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all . All requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their its terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and the Interim Servicing Agreement and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement and the Interim Servicing Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and the Interim Servicing Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and the Interim Servicing Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller Company is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, located if the laws of such state require licensing or qualification in order required to conduct business of the type conducted by the Sellerit, and in any event the Seller Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related any Mortgage Loan sold hereunder and the servicing of any such Mortgage Loan in accordance with the terms of this Agreement and any Transfer Supplement, except where the Interim Servicing Agreementfailure to hold such license or qualification, or be in such good standing or compliance with law, would not have a material adverse effect on its ability to perform its obligations hereunder; the Seller Company has the full corporate power, power and authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Purchase Agreement and any Transfer Supplement and to perform its obligations hereunder in accordance herewith and thereundertherewith; the execution, delivery and performance of this Purchase Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) and any Transfer Supplement by the Seller Company and the consummation performance of the transactions contemplated hereby and thereby have been duly and validly authorizedauthorized by the Company; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller Company to make this Purchase Agreement and all agreements contemplated hereby any Transfer Supplement valid and binding upon the Seller in accordance with their Company pursuant to its terms;; this Purchase Agreement and any Transfer Supplement each evidences the valid, binding and enforceable obligation of the Company except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Due Organization and Authority. The Seller IFC is a corporation duly organized, validly existing and in good standing under the laws of the state of California Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the SellerIFC, and in any event the Seller IFC is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related IFC Mortgage Loan and the servicing of such IFC Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing IFC Purchase Agreement; the Seller IFC has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and the IFC Purchase Agreement and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement and the IFC Purchase Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller IFC and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the SellerIFC, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller IFC to make this Agreement and the IFC Purchase Agreement and all agreements contemplated hereby valid and binding upon the Seller IFC in accordance with their terms;

Due Organization and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California New York and has all licenses necessary to carry on its business as now being conducted conducted, except where the failure to be so licensed or qualified would not have a material adverse effect on the Seller, and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderhereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Seller, except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights, or (ii) general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all requisite corporate or other action has been taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in accordance with their terms;

Due Organization and Authority. The Seller It is a corporation corporation, duly organized, validly existing existing, and in good standing under the laws of the state of California Delaware and has it and its Subservicers have all licenses necessary to carry on its business their respective businesses as now being conducted and is are licensed, qualified and in good standing in the states where each state wherein it owns or leases any material properties or where a related Mortgaged Property is located, located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it, including, in the Seller, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability case of the related Mortgage Loan Subservicers, all servicing licenses. The Subservicers are approved seller/servicers in good standing of conventional residential mortgage loans for Xxxxxx Mae or Xxxxxxx Mac and are HUD-approved mortgagees under Section 203 of the servicing of such Mortgage Loan National Housing Act and no event has occurred, including but not limited to, a change in accordance insurance coverage, which would make any Subservicer unable to comply with the terms of this Agreement eligibility requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac. It has corporate power and the Interim Servicing Agreement; the Seller has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder and thereunderin accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller it and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized; this . This Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute evidences the legal, valid, legal, binding and enforceable obligations obligation of it, subject to Applicable Law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the Sellerrights of creditors and (ii) general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law, but subject to bankruptcy laws and general principles of equity; and all . All requisite corporate or other action has been taken by the Seller it to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller it in accordance with their terms;the terms of this Agreement.